10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

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

For the fiscal year ended October 31, 2014

OR

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

For the transition period from                     to                     

Commission file number 0-7977

NORDSON CORPORATION

(Exact name of Registrant as specified in its charter)

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

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

Common Shares, without par value

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

None

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

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

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

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

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

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

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

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

The aggregate market value of Common Shares, no par value per share, held by nonaffiliates (based on the closing sale price on the Nasdaq Stock Market) as of April 30, 2014 was approximately $4,713,344,000.

There were 62,211,946 Common Shares outstanding as of November 28, 2014.

Documents incorporated by reference:

Portions of the Proxy Statement for the 2015 Annual Meeting — Part III

Table of Contents

PART I			1
	Item 1.	Business	1
		General Description of Business	1
		Corporate Purpose and Goals	1
		Financial Information About Operating Segments, Foreign and Domestic Operations and Export Sales	2
		Principal Products and Uses	2
		Manufacturing and Raw Materials	4
		Intellectual Property	4
		Seasonal Variation in Business	5
		Working Capital Practices	5
		Customers	5
		Backlog	5
		Government Contracts	5
		Competitive Conditions	5
		Research and Development	5
		Environmental Compliance	5
		Employees	6
		Available Information	6
	Item 1A.	Risk Factors	7
	Item 1B.	Unresolved Staff Comments	12
	Item 2.	Properties	13
	Item 3.	Legal Proceedings	14
	Item 4.	Mine Safety Disclosures	14
		Executive Officers of the Company	15
PART II			16
	Item 5.	Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	16
		Market Information and Dividends	16
		Performance Graph	17
	Item 6.	Selected Financial Data	19
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
		Critical Accounting Policies and Estimates	20
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	33
	Item 8.	Financial Statements and Supplementary Data	35
		Consolidated Statements of Income	35
		Consolidated Statements of Comprehensive Income	36
		Consolidated Balance Sheets	37
		Consolidated Statements of Shareholders’ Equity	38
		Consolidated Statements of Cash Flows	39
		Notes to Consolidated Financial Statements	40
		Management’s Report on Internal Control Over Financial Reporting	72
		Report of Independent Registered Public Accounting Firm	73
		Report of Independent Registered Public Accounting Firm	74

Table of Contents

	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	75
	Item 9A.	Controls and Procedures	75
	Item 9B.	Other Information	75
PART III			75
	Item 10.	Directors, Executive Officers and Corporate Governance	75
	Item 11.	Executive Compensation	76
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	76
		Equity Compensation Table	76
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	76
	Item 14.	Principal Accountant Fees and Services	76
PART IV			77
	Item 15.	Exhibits and Financial Statement Schedule	77
		(a) 1. Financial Statements	77
		(a) 2. Financial Statement Schedule	77
		(a) 3. Exhibits	77
		Signatures	78
		Schedule II — Valuation and Qualifying Accounts and Reserves	80
		Index to Exhibits	81
		Subsidiaries of the Registrant	85
		Consent of Independent Registered Public Accounting Firm	88
		Certifications	89

PART I

NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES

In this annual report, all amounts related to United States dollars and foreign currency and to the number of Nordson Corporation’s common shares, except for per share earnings and dividend amounts, are expressed in thousands. Unless the context otherwise indicates, all references to “we” or the “Company” mean Nordson Corporation.

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

Item 1. Business

General Description of Business

Nordson engineers, manufactures and markets differentiated products and systems used to dispense, apply and control adhesives, coatings, polymers, sealants, biomaterials, and other fluids, to test and inspect for quality, and to treat and cure surfaces. These products are supported with extensive application expertise and direct global sales and service. We serve a wide variety of consumer non-durable, consumer durable and technology end markets including packaging, nonwovens, electronics, medical, appliances, energy, transportation, building and construction, and general product assembly and finishing.

Our strategy for long-term growth is based on solving customers’ needs globally. We are headquartered in Westlake, Ohio, and our products are marketed through a network of direct operations in more than 30 countries. Consistent with this global strategy, approximately 70 percent of our revenues were generated outside the United States in 2014.

We have 5,966 employees worldwide. Principal manufacturing facilities are located in the United States, Belgium, the People’s Republic of China, Germany, India, the Netherlands, Thailand and the United Kingdom.

Corporate Purpose and Goals

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

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

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

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

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

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

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

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

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We are an equal opportunity employer.

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

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

In accordance with generally accepted accounting standards, we have reported information about our three operating segments, including information about our foreign and domestic operations. This information is contained in Note 15 of Notes to Consolidated Financial Statements, which can be found in Part II, Item 8 of this Annual Report.

Principal Products and Uses

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

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

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

1. Adhesive Dispensing Systems

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

• Nonwovens — Dispensing, coating and laminating systems for applying adhesives, lotions, liquids and fibers to disposable products and continuous roll goods. Key strategic markets include adult incontinence products, baby diapers and child-training pants, feminine hygiene products and surgical drapes, gowns, shoe covers and face masks.

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

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

• Product Assembly — Dispensing, coating and laminating systems for the assembly of plastic, metal and wood products, for paper and paperboard converting applications and for the manufacturing of continuous roll goods. Key strategic markets include appliances, automotive components, building and construction materials, electronics, furniture, solar energy, and the manufacturing of bags, sacks, books, envelopes and folding cartons.

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2. Advanced Technology Systems

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

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

• Fluid Management — Precision manual and semi-automated dispensers, highly engineered single-use plastic molded syringes, cartridges and tips, and fluid connection components, tubing and catheters. Products are used for applying and controlling the flow of adhesives, sealants, lubricants, and biomaterials in critical industrial production processes and within medical equipment and related surgical procedures. Key strategic markets include consumer goods, electronics, industrial assembly, solar, and medical.

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

3. Industrial Coating Systems

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

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

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

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

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

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

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Manufacturing and Raw Materials

Our production operations include machining, molding and assembly. We manufacture specially designed parts and assemble components into finished equipment. Many components are made in standard modules that can be used in more than one product or in combination with other components for a variety of models. We have principal manufacturing operations and sources of supply in the United States in Ohio, Georgia, California, Colorado, Michigan, Minnesota, New Jersey, North Carolina, Pennsylvania, Rhode Island, Virginia and Wisconsin; as well as in Belgium, the People’s Republic of China, Germany, India, Mexico, the Netherlands, Thailand and the United Kingdom.

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

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

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

Intellectual Property

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

Our intellectual property portfolios include valuable patents, trade secrets, know-how, domain names, trademarks and trade names. As of October 31, 2014, we held 534 United States patents and 1,181 foreign patents and had 241 United States patent applications pending and 990 foreign patent applications pending, but there is no assurance that any patent application will be issued. We continue to apply for and obtain patent protection for new products on an ongoing basis.

Patents covering individual products extend for varying periods according to the date of filing or grant and legal term of patents in various countries where a patent is obtained. Our current patent portfolio has expiration dates ranging from November 2014 to July 2039. The actual protection a patent provides, which can vary from country to country, depends upon the type of patent, the scope of its coverage, and the availability of legal remedies in each country. We believe, however, that the duration of our patents generally exceeds the life cycles of the technologies disclosed and claimed in the patents.

We believe our trademarks are important assets and we aggressively manage our brands. We also own a number of trademarks in the United States and foreign countries, including registered trademarks for Nordson, Asymtek, Dage, EFD, Micromedics, Value Plastics, and Xaloy and various common law trademarks which are important to our business, inasmuch as they identify Nordson and our products to our customers. As of October 31, 2014, we had a total of 1,633 trademark registrations in the United States and in various foreign countries.

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

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

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Seasonal Variation in Business

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

Working Capital Practices

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

Customers

We serve a broad customer base, both in terms of industries and geographic regions. In 2014, no single customer accounted for ten percent or more of sales.

Backlog

Our backlog of open orders increased to approximately $223,000 at October 31, 2014 from approximately $211,000 at October 31, 2013. The amounts for both years were calculated based upon exchange rates in effect at October 31, 2014. The increase is primarily due to orders within the Advanced Technology segment, as well as from 2014 acquisitions. All orders in the 2014 year-end backlog are expected to be shipped to customers in 2015.

Government Contracts

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

Competitive Conditions

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

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

Research and Development

Investments in research and development are important to our long-term growth, enabling us to keep pace with changing customer and marketplace needs through the development of new products and new applications for existing products. We place strong emphasis on technology developments and improvements through internal engineering and research teams. Research and development expenses were approximately $47,536 in 2014, compared with approximately $47,973 in 2013 and $36,535 in 2012. As a percentage of sales, research and development expenses were approximately 2.8, 3.1 and 2.6 percent in 2014, 2013 and 2012, respectively.

Environmental Compliance

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

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

We believe that policies, practices and procedures have been properly designed to prevent unreasonable risk of material environmental damage arising from our operations. We accrue for estimated environmental liabilities with charges to expense and believe our environmental accrual is adequate to provide for our portion of the costs of all such known environmental liabilities. Compliance with federal, state and local environmental protection laws during 2014 had no material effect on our capital expenditures, earnings or competitive position. Based upon consideration of currently available information, we believe liabilities for environmental matters will not have a material adverse affect on our financial position, operating results or liquidity, but we cannot assure that material environmental liabilities may not arise in the future.

Employees

As of October 31, 2014, we had 5,966 full-time and part-time employees, including 146 at our Amherst, Ohio, facility who are represented by a collective bargaining agreement that expires on October 30, 2016 and 64 at our New Castle, Pennsylvania facility who are represented by collective bargaining agreements that expire on August 31, 2017 and September 30, 2017. No work stoppages have been experienced at any of our facilities during any of the periods covered by this report.

Available Information

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

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Item 1A. Risk Factors

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

The significant risk factors affecting our operations include the following:

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

In 2014, approximately 30 percent of our revenue was derived from domestic customers, while approximately 70 percent was derived from international customers. Our largest markets include appliance, automotive, construction, container, electronics assembly, food and beverage, furniture, life sciences and medical, metal finishing, nonwovens, packaging, paper and paperboard converting, plastics processing and semiconductor. A slowdown in any of these specific end markets could directly affect our revenue stream and profitability.

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

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

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

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

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

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

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

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

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

• adverse effects on existing business relationships with suppliers or customers;

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

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

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

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

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

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

Increased IT security threats and more sophisticated and targeted computer crime could pose a risk to our systems, networks, products, solutions and services.

Increased global IT security threats and more sophisticated and targeted computer crime pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data. While we attempt to mitigate these risks by employing a number of measures, including employee training, comprehensive monitoring of our networks and systems, and maintenance of backup and protective systems, our systems, networks, products, solutions and services remain potentially vulnerable to advanced persistent threats. Depending on their nature and scope, such threats could potentially lead to the compromising of confidential information, improper use of our systems and networks, manipulation and destruction of data, defective products, production downtimes and operational disruptions, which in turn could adversely affect our reputation, competitiveness and results of operations.

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

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

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

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

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

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

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

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

The majority of our consolidated revenues in 2014 were generated in currencies other than the United States dollar, which is our reporting currency. We recognize foreign currency transaction gains and losses arising from our operations in the period incurred. As a result, currency fluctuations between the United States dollar and the currencies in which we do business have caused and will continue to cause foreign currency transaction and translation gains and losses, which historically have been material and could continue to be material. We cannot predict the effects of exchange rate fluctuations upon our future operating results because of the number of currencies involved, the variability of currency exposures and the potential volatility of currency exchange rates. We take actions to manage our foreign currency exposure, such as entering into hedging transactions, where available, but we cannot assure that our strategies will adequately protect our consolidated operating results from the effects of exchange rate fluctuations.

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

9

We may be exposed to liabilities under the Foreign Corrupt Practices Act (FCPA), which could have a material adverse effect on our business.

We are subject to compliance with various laws and regulations, including the FCPA and similar worldwide anti-bribery laws, which generally prohibit companies and their intermediaries from engaging in bribery or making other improper payments to foreign officials for the purpose of obtaining or retaining business or gaining an unfair business advantage. The FCPA also requires proper record keeping and characterization of such payments in our reports filed with the SEC. Our employees are trained and required to comply with these laws, and we are committed to legal compliance and corporate ethics. Violations of these laws could result in severe criminal or civil sanctions and financial penalties and other consequences that may have a material adverse effect on our business, reputation, financial condition or results of operations.

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

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

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

• borrow money or guarantee the debts of others;

• use assets as security in other transactions;

• make restricted payments or distributions; and

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

In addition, our credit facilities require us to meet financial ratios, including a “Leverage Ratio” and an “Interest Coverage Ratio”, both as defined in the credit facilities.

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

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

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

Changes in interest rates could adversely affect us.

Any period of interest rate increases may also adversely affect our profitability. At October 31, 2014, we had $799,800 of total debt and notes payable outstanding, of which 68 percent was priced at interest rates that float with the market. A one percent increase in the interest rate on the floating rate debt in 2014 would have resulted in approximately $4,201 of additional interest expense. A higher level of floating rate debt would increase the exposure to changes in interest rates. For additional detail related to this risk, see Item 7A, Quantitative and Qualitative Disclosure About Market Risk.

10

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

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

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

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

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

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

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

We conduct our manufacturing, sales and distribution operations on a worldwide basis and are subject to risks associated with doing business outside the United States. In 2014, approximately 70 percent of our total sales were to customers outside the United States. We expect that international operations and United States export sales will continue to be important to our business for the foreseeable future. Both sales from international operations and export sales are subject in varying degrees to risks inherent in doing business outside the United States. Such risks include, but are not limited to, the following:

• risks of economic instability;

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

• threats of war, terrorism or governmental instability;

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

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

• currency exchange rate fluctuations;

• potential negative consequences from changes to taxation policies;

• the disruption of operations from labor and political disturbances;

• the imposition of tariffs, import or export licensing requirements; and

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

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

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

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

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

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

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

Item 1B. Unresolved Staff Comments

None.

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Item 2. Properties

The following table summarizes our principal properties as of October 31, 2014:

Location	Description of Property	Approximate Square Feet
Amherst, Ohio 2, 3	A manufacturing, laboratory and office complex		521,000
Duluth, Georgia 1	A manufacturing, laboratory and office building		176,000
Swainsboro, Georgia1	A manufacturing building (leased)		136,000
East Providence, Rhode Island 2	A manufacturing, warehouse and office building		116,000
Pulaski, Virginia 1	A manufacturing, warehouse and office building		101,000
Carlsbad, California 2	Two manufacturing and office buildings (leased)		88,000
Robbinsville, New Jersey 2	A manufacturing, warehouse and office building (leased)		88,000
Chippewa Falls, Wisconsin 1	A manufacturing, warehouse and office building (leased)		86,000
New Castle, Pennsylvania 1	A manufacturing, warehouse and office building		76,000
Youngstown, Ohio 1	A manufacturing, warehouse and office building (leased)		58,000
Chippewa Falls, Wisconsin 1	A manufacturing, warehouse and office building (leased)		45,000
Ft. Collins, Colorado 2	A manufacturing, warehouse and office building (leased)		42,000
Vista, California 2	A manufacturing building (leased)		41,000
Hickory, North Carolina 1	A manufacturing, warehouse and office building (leased)		41,000
Eagan, Minnesota 2	A manufacturing, warehouse and office building (leased)		35,000
Plymouth, Michigan 3	Two manufacturing, warehouse and office buildings (leased)		35,000
Westlake, Ohio	Corporate headquarters		28,000
Chippewa Falls, Wisconsin 1	An engineering and laboratory building (leased)		20,000
Shanghai, China 1, 3	A manufacturing, warehouse and office building (leased)		134,000
Lüneburg, Germany 1	A manufacturing and laboratory building		129,000
Shanghai, China 1, 2, 3	An office and laboratory building		86,000
Bangalore, India 1, 2, 3	A manufacturing, warehouse and office building		56,000
Maastricht, Netherlands 1, 2, 3	A manufacturing, warehouse and office building		54,000
Shanghai, China 1	A manufacturing, warehouse and office building (leased)		53,000
Chonburi, Thailand1	A manufacturing, warehouse and office building		52,000
Münster, Germany1	A manufacturing, warehouse and office building (leased)		51,000
Erkrath, Germany 1, 2, 3	An office, laboratory and warehouse building (leased)		48,000
Deurne, Netherlands 2	A manufacturing, warehouse and office building (leased)		46,000
Temse, Belgium 1	A manufacturing, warehouse and office building (leased)		43,000
Münster, Germany1	A manufacturing, warehouse and office building (leased)		43,000
Suzhou, China 2	A manufacturing, warehouse and office building (leased)		42,000
Tokyo, Japan 1, 2, 3	An office, laboratory and warehouse building (leased)		42,000
Aylesbury, U.K. 1, 2	A manufacturing, warehouse and office building (leased)		36,000
Shanghai, China 1	An engineering and laboratory building		24,000
El Marques, Mexico 1, 2, 3	A warehouse and office building (leased)		22,000
Singapore 1, 2, 3	A warehouse and office building (leased)		16,000
Lagny Sur Marne, France 1, 3	An office building (leased)		6,000
Segrate, Italy 1, 3	An office, laboratory and warehouse building (leased)		5,000

Business Segment — Property Identification Legend

1 — Adhesive Dispensing Systems

2 — Advanced Technology Systems

3 — Industrial Coating Systems

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

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

Item 3. Legal Proceedings

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

Environmental — We have voluntarily agreed with the City of New Richmond, Wisconsin and other Potentially Responsible Parties to share costs associated with the remediation of the City of New Richmond municipal landfill (the “Site”) and constructing a potable water delivery system serving the impacted area down gradient of the Site. At October 31, 2014 and 2013, our accrual for the ongoing operation, maintenance and monitoring obligation at the Site was $615 and $668, respectively.

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

Item 4. Mine Safety Disclosures

None.

14

Executive Officers of the Company

Our executive officers as of October 31, 2014, were as follows:

Name	Age		Officer Since		Position or Office with The Company and Business Experience During the Past Five (5) Year Period
Michael F. Hilton		60		2010	President and Chief Executive Officer, 2010 Senior Vice President and General Manager-Electronics and Performance Materials Segment of Air Products and Chemicals, Inc., 2007
John J. Keane		53		2003	Senior Vice President, 2005
Gregory P. Merk		43		2006	Senior Vice President, 2013 Vice President, 2006
Gregory A. Thaxton		53		2007	Senior Vice President, Chief Financial Officer, 2012
					Vice President, Chief Financial Officer, 2008
Douglas C. Bloomfield		55		2005	Vice President, 2005
James E. DeVries		55		2012	Vice President, 2012 Vice President, Global Continuous Improvement, 2011 Vice President, North America and China, Engineering (Adhesive Dispensing Systems), 2010
					Vice President, Adhesive Dispensing Systems, North America, 2009
Shelly M. Peet		49		2007	Vice President, 2009
Robert E. Veillette		62		2007	Vice President, General Counsel and Secretary, 2007

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PART II

Item 5. Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information and Dividends

(a) Our common shares are listed on the Nasdaq Global Select Market under the symbol NDSN. As of November 28, 2014, there were 1,577 registered shareholders. The table below is a summary of dividends paid per common share and the range of closing market prices during each quarter of 2014 and 2013.

	Dividend Paid		Common Share Price
Quarters			High		Low
2014:
First	$	.18	$	75.02	$	69.14
Second		.18		74.54		67.98
Third		.18		84.30		74.08
Fourth		.22		81.50		67.75
2013:
First	$	.15	$	67.62	$	58.89
Second		.15		70.60		61.33
Third		.15		75.00		67.26
Fourth		.18		74.90		66.65

Source: NASDAQ OMX

While we have historically paid dividends to shareholders of our common stock on a quarterly basis, the declaration and payment of future dividends will depend on many factors, including but not limited to, our earnings, financial condition, business development needs and regulatory considerations, and are at the discretion of our board of directors.

16

Performance Graph

The following is a graph that compares the five-year cumulative return, calculated on a dividend-reinvested basis, from investing $100 on November 1, 2009 in Nordson common shares, the S&P 500 Index, the S&P MidCap 400 Index, the S&P 500 Industrial Machinery Index, the S&P MidCap 400 Industrial Machinery Index and our Proxy Peer Group. Our Proxy Peer Group includes: AIN, AME, ATU, B, CLC, DCI, ENTG, ESL, FLIR, GGG, GTI, GTLS, IEX, LECO, ROP, VECO, WTS, and WWD.

Company/Market/Peer Group	2009		2010		2011		2012		2013		2014
Nordson Corporation	$	100.00	$	151.62	$	183.67	$	238.70	$	294.28	$	315.68
S&P 500 Index	$	100.00	$	116.52	$	125.94	$	145.09	$	186.11	$	218.25
S&P MidCap 400	$	100.00	$	127.64	$	138.55	$	155.32	$	209.02	$	233.38
S&P 500 Ind. Machinery	$	100.00	$	127.95	$	132.38	$	158.43	$	226.75	$	255.70
S&P MidCap 400 Ind. Machinery	$	100.00	$	129.98	$	147.82	$	161.44	$	223.07	$	236.39
Peer Group	$	100.00	$	132.42	$	148.68	$	167.11	$	226.13	$	247.78

Source: Zack’s Investment Research

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(b) Use of Proceeds. Not applicable.

(c) Issuer Purchases of Equity Securities

	Total Number of Shares Repurchased(1)		Average Price Paid per Share		Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs(2)		Maximum Value of Shares That May Yet Be Purchased Under the Plans or Programs(2)
August 1, 2014 to August 31, 2014		238	$	76.87		238	$	86,147
September 1, 2014 to September 30, 2014		143	$	78.38		142	$	75,008
October 1, 2014 to October 31, 2014		595	$	71.49		595	$	32,446
Total		976				975

(1) Includes shares purchased as part of a publicly announced program, as well as shares tendered for taxes related to stock option exercises and vesting of restricted shares.

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

Subsequent to October 31, 2014, the board of directors authorized a new $300,000 share repurchase program, effective December 16, 2014. This new program replaced the $200,000 program approved by the board in August 2013.

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Item 6. Selected Financial Data

Five-Year Summary

	2014		2013		2012		2011		2010
(In thousands except for per-share amounts)
Operating Data(a)
Sales	$	1,704,021	$	1,542,921	$	1,409,578	$	1,233,159	$	1,041,551
Cost of sales		758,923		676,777		586,289		484,727		419,937
% of sales		45		44		42		39		40
Selling and administrative expenses		577,993		542,295		487,809		431,078		386,781
% of sales		34		35		35		35		37
Long-lived asset impairments		—		—		—		1,811		—
Operating profit		367,105		323,849		335,480		315,543		234,833
% of sales		22		21		24		26		23
Net income		246,773		221,817		224,829		222,364		168,048
% of sales		14		14		16		18		16
Financial Data(a)
Working capital	$	301,815	$	365,269	$	242,939	$	294,796	$	259,117
Net property, plant and equipment and other non-current assets		1,607,447		1,451,113		1,242,892		827,493		535,323
Total capital(b)		1,662,283		1,498,082		1,261,962		853,071		567,323
Total assets		2,280,130		2,053,179		1,829,515		1,304,450		986,354
Long-term liabilities		1,004,465		928,519		816,061		550,966		289,368
Shareholders’ equity		904,797		887,863		669,770		571,323		505,072
Return on average total capital — %(c)		17		18		23		35		32
Return on average shareholders’ equity — %(d)		27		29		38		39		40
Per-Share Data (a)(e)
Average number of common shares		63,656		64,214		64,407		67,616		67,610
Average number of common shares and common share equivalents		64,281		64,908		65,103		68,425		68,442
Basic earnings per share	$	3.88	$	3.45	$	3.49	$	3.29	$	2.49
Diluted earnings per share		3.84		3.42		3.45		3.25		2.46
Dividends per common share		0.76		0.63		0.525		0.44		0.39
Book value per common share		14.49		13.83		10.42		8.71		7.44

(a) See accompanying Notes to Consolidated Financial Statements.

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

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

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

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

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES

In this annual report, all amounts related to United States dollars and foreign currency and to the number of Nordson Corporation’s common shares, except for per share earnings and dividend amounts, are expressed in thousands. Unless the context otherwise indicates, all references to “we” or the “Company” mean Nordson Corporation.

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

Critical Accounting Policies and Estimates

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

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

Revenue Recognition — Most of our revenues are recognized upon shipment, provided that persuasive evidence of an arrangement exists, the sales price is fixed or determinable, collectibility is reasonably assured, and title and risk of loss have passed to the customer. The FASB has issued guidance on multiple deliverable arrangements that establishes a relative selling price hierarchy for determining the selling price of a deliverable based on vendor specific objective evidence (VSOE) if available, third-party evidence (TPE) if vendor-specific objective evidence is not available, or best estimated selling price (BESP) if neither vendor-specific objective evidence nor third-party evidence is available. Our multiple deliverable arrangements include installation, installation supervision, training, and spare parts, which tend to be completed in a short period of time, at an insignificant cost, and utilizing skills not unique to us, and, therefore, are typically regarded as inconsequential or perfunctory. Revenue for undelivered items is deferred and included within accrued liabilities in the accompanying balance sheet. Revenues deferred in 2014, 2013 and 2012 were not material.

Translation of Foreign Currency Financial Statements and Foreign Currency Transactions — Our reporting currency is the U.S. dollar. However, the functional currency for each of our foreign subsidiaries is its principal operating currency. We translate the amounts included in our Consolidated Statements of Income from our foreign subsidiaries into U.S. dollars at weighted-average exchange rates, which we believe are representative of the actual exchange rates on the dates of the transactions. Our foreign subsidiaries’ assets and liabilities are translated into U.S. dollars from local currency at the actual exchange rates as of the end of each reporting date, and we record the resulting foreign exchange translation adjustments in our Consolidated Balance Sheets as a component of accumulated other comprehensive income (loss). If the U.S. dollar strengthens, we reflect the resulting losses as a component of accumulated other comprehensive income (loss). Conversely, if the U.S. dollar weakens, foreign exchange translation gains result, which favorably impact accumulated other comprehensive income (loss). Translation adjustments may be included in net earnings in the event of a sale or liquidation of certain of our underlying foreign investments. If we determine that the functional currency of any of our foreign subsidiaries should be the U.S. dollar, our financial statements will be affected. Should this occur, we will adjust our reporting to appropriately account for any such changes.

As appropriate, we use permanently invested intercompany loans as a source of capital to reduce exposure to foreign currency fluctuations at our foreign subsidiaries. These loans, on a consolidated basis, are treated as being analogous to equity for accounting purposes. Therefore, foreign exchange gains or losses on these intercompany loans are recorded in accumulated other comprehensive income (loss).

20

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

We test goodwill in accordance with Accounting Standards Codification (ASC) 350. The goodwill impairment test is a two-step process. In the first step, performed in the fourth quarter of each year, we estimate a reporting unit’s fair value using a combination of the discounted cash flow method of the Income Approach and the guideline public company method of the Market Approach and compare the result against the reporting unit’s carrying value of net assets. If the carrying value of a reporting unit exceeds its fair value, then a second step is performed to determine if goodwill is impaired. We use an independent valuation specialist to assist with refining our assumptions and methods used to determine fair values using these methods. In step one, the discounted cash flow method uses assumptions for revenue growth, operating margin, and working capital turnover that are based on general management’s strategic plans tempered by performance trends and reasonable expectations about those trends. Terminal value calculations employ a published formula known as the Gordon Growth Model Method that essentially captures the present value of perpetual cash flows beyond the last projected period assuming a constant Weighted Average Cost of Capital (WACC) methodology and growth rate. For each reporting unit, a sensitivity analysis is performed to vary the discount and terminal growth rates in order to provide a range of reasonableness for detecting impairment.

Discount rates are developed using a WACC methodology. The WACC represents the blended average required rate of return for equity and debt capital based on observed market return data and company specific risk factors. For 2014, the discount rates used ranged from 10 percent to 17 percent depending upon the reporting unit’s size, end market volatility, and projection risk. The calculated internal rate of return for the discounted cash flow method was 11 percent, the same as the calculated WACC for total Nordson. In the application of the guideline public company method, fair value is determined using transactional evidence for similar publicly traded equity. The comparable company guideline group is determined based on relative similarities to each reporting unit since exact correlations are not available. An indication of fair value for each reporting unit is based on the placement of each reporting unit within a range of multiples determined for its comparable guideline company group. Valuation multiples are derived by dividing latest twelve month performance for revenues and EBITDA into total invested capital, which is the sum of traded equity plus interest bearing debt less cash. These multiples are applied against the revenue and EBITDA of each reporting unit. While the implied indications of fair value using the guideline public company method yield meaningful results, the discounted cash flow method of the income approach includes management’s thoughtful projections and insights as to what the reporting units will accomplish in the near future. Accordingly, the reasonable, implied fair value of each reporting unit is a blend based on the relative strength of the approaches employed.

To test the reasonableness of the aggregate fair value, we performed the control premium test, which compares the sum of the implied fair values calculated for our reporting units (net of debt) to the market value of equity. The control premium was 7 percent as of the test date of August 1, 2014 and 5 percent as of October 31, 2014. The control premium indicated that the discounted cash flow valuation was reasonable.

In 2014 and 2013, the results of our step one testing indicated no impairment; therefore, the second step of impairment testing was not necessary.

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The excess of fair value (FV) over carrying value (CV) was compared to the carrying value for each reporting unit. Based on the results shown in the table below and based on our measurement date of August 1, 2014, our conclusion is that no indicators of impairment exist in 2014. Potential events or circumstances, such as a sustained downturn in global economies, could have a negative effect on estimated fair values.

	WACC			Excess of FV over CV			Goodwill
Adhesive Dispensing Systems Segment		10	%		365	%	$	405,328
Industrial Coating Systems Segment		16	%		136	%	$	24,058
Advanced Technology Systems Segment — Electronics Systems		13	%		562	%	$	15,138
Advanced Technology Systems Segment — Fluid Management		12	%		113	%	$	478,218
Advanced Technology Systems Segment — Test & Inspection		17	%		157	%	$	14,397

The table above does not include two acquisitions that occurred after the August 1 measurement date but before our fiscal year-end. We acquired Avalon Laboratories Holding Corp. (“Avalon”) on August 8, 2014 and Dima Group B.V. (“Dima”) on August 29, 2014. Determination of the preliminary goodwill associated with these acquisitions was completed with the assistance of an independent valuation specialist in October 2014. Since the dates of the valuations, no events or changes in circumstances have occurred that would more likely than not reduce the fair value of these acquisitions below their carrying values. For future valuation purposes, Avalon will be included in the Advanced Technology Systems — Fluid Management reporting unit, and Dima will be included in the Advanced Technology Systems — Electronics Systems reporting unit.

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

Estimates of future cash flows used to test the recoverability of a long-lived asset (asset group) are based on the remaining useful life of the asset. We believe that the relative value of long-lived assets within each reporting unit is a reasonable proxy for the relative importance of the assets in the production of cash flow. To get to a reasonable forecast period, the aggregate net book value of long-lived assets was divided by the current depreciation and amortization value to arrive at a blended remaining useful life. Our calculations for 2014 showed the undiscounted aggregate value of cash flows over the remaining useful life for each reporting unit was greater than the respective carrying value of the long-lived assets within each reporting unit, so no impairment charges were recognized.

Inventories — Inventories are valued at the lower of cost or market. Cost was determined using the last-in, first-out (LIFO) method for 21 percent of consolidated inventories at October 31, 2014 and October 31, 2013, with the first-in, first-out (FIFO) method used for the remaining inventory. On an ongoing basis, inventory is tested for technical obsolescence, as well as for future demand and changes in market conditions. We have historically maintained inventory reserves to reflect those conditions when the cost of inventory is not expected to be recovered. Reserves are also maintained for inventory used for demonstration purposes. The inventory reserve balance was $26,744, $26,579 and $20,505 at October 31, 2014, 2013 and 2012, respectively.

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

The weighted-average discount rate used to determine the present value of our domestic pension plan obligations was 4.29 percent at October 31, 2014 and 4.75 percent at October 31, 2013. The weighted-average discount rate used to determine the present value of our various international pension plan obligations was 2.94 percent at October 31, 2014, compared to 3.72 percent at October 31, 2013. The discount rates used for all plans were determined by using quality fixed income investments with a duration period approximately equal to the period over which pension obligations are expected to be settled.

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In determining the expected return on plan assets, we consider both historical performance and an estimate of future long-term rates of return on assets similar to those in our plans. We consult with and consider the opinions of financial and actuarial experts in developing appropriate return assumptions. The expected rate of return (long-term investment rate) on domestic pension assets used to determine net benefit costs was 7.24 percent in 2014 and 2013. The average expected rate of return on international pension assets used to determine net benefit costs was 4.60 percent in 2014 and 4.43 percent in 2013.

The assumed rate of compensation increases used to determine the present value of our domestic pension plan obligations was 3.49 percent at October 31, 2014, compared to 3.30 percent at October 31, 2013. The assumed rate of compensation increases used to determine the present value of our international pension plan obligations was 3.19 percent at October 31, 2014, compared to 3.18 percent at October 31, 2013.

The measurement of domestic pension and other post employment benefit (OPEB) plans’ projected benefit obligations included the effects of adopting the Society of Actuaries’ release of final RP2014 / MP2014 mortality tables. The adoption of these new tables resulted in an increase to our domestic pension and OPEB plans’ projected benefit obligations of $28,554 and $4,878, respectively.

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

With respect to the domestic postretirement medical plan, the discount rate used to value the benefit plan was 4.40 percent at October 31, 2014 and 4.80 percent at October 31, 2013. The annual rate of increase in the per capita cost of covered benefits (the health care cost trend rate) is assumed to be 3.93 percent in 2015, decreasing gradually to 3.41 percent in 2024.

For the international postretirement plan, the discount rate used to value the benefit obligation was 4.25 percent at October 31, 2014 and 4.95 percent at October 31, 2013. The annual rate of increase in the per capita cost of covered benefits (the health care cost trend rate) is assumed to be 6.48 percent in 2015, decreasing gradually to 3.50 percent in 2031.

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

Pension and postretirement expenses in 2015 are expected to be approximately $4,000 higher than 2014, primarily due to changes in discount rates and the new mortality tables used for domestic plans.

Income Taxes — Income taxes are estimated based on income for financial reporting purposes. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and certain changes in valuation allowances. We provide valuation allowances against deferred tax assets if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Management believes the valuation allowances are adequate after considering future taxable income, allowable carryforward periods and ongoing prudent and feasible tax planning strategies. In the event we were to determine that we would be able to realize the deferred tax assets in the future in excess of the net recorded amount (including the valuation allowance), an adjustment to the valuation allowance would increase income in the period such determination was made. Conversely, should we determine that we would not be able to realize all or part of the net deferred tax asset in the future, an adjustment to the valuation allowance would be expensed in the period such determination was made.

Further, at each interim reporting period, we estimate an effective income tax rate that is expected to be applicable for the full year. Significant judgment is involved regarding the application of global income tax laws and regulations and when projecting the jurisdictional mix of income. Additionally, interpretation of tax laws, court decisions or other guidance provided by taxing authorities influences our estimate of the effective income tax rates. As a result, our actual effective income tax rates and related income tax liabilities may differ materially from our estimated effective tax rates and related income tax liabilities. Any resulting differences are recorded in the period they become known.

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

Warranties — We provide customers with a product warranty that requires us to repair or replace defective products within a specified period of time (generally one year) from the date of delivery or first use. An accrual is recorded for expected warranty costs for products shipped through the end of each accounting period. In determining the amount of the accrual, we rely primarily on historical warranty claims. Amounts charged to the warranty reserve were $10,813, $7,891 and $5,430 in 2014, 2013 and 2012, respectively. The reserve balance was $9,918, $9,409 and $8,929 at October 31, 2014, 2013 and 2012, respectively.

Performance Share Incentive Awards — Executive officers and selected other key employees are eligible to receive share awards with payouts based on corporate performance over three-year periods. Award payouts vary based on the degree to which corporate performance equals or exceeds predetermined threshold, target and maximum performance levels at the end of a performance period. No award payout will occur unless certain threshold performance levels are equaled or exceeded. The amount of compensation expense is based upon current performance projections for each three-year performance period and the percentage of the requisite service that has been rendered. The calculations are also based upon the grant date fair value determined using the closing market price of Nordson Common Stock at the grant date, reduced by the implied value of dividends not to be paid. Awards are recorded as capital in excess of stated value in shareholders’ equity. The cumulative amount recorded at October 31, 2014 for the plans originating in 2012, 2013 and 2014 was $7,570. Compensation expense attributable to all performance share incentive award periods for executive officers and selected other key employees for 2014, 2013 and 2012 was $4,304, $3,588 and $4,235, respectively.

2014 compared to 2013

Sales — Worldwide sales for 2014 were $1,704,021, an increase of 10.4 percent from 2013 sales of $1,542,921. Sales volume increased 10.9 percent, and unfavorable currency effects caused by the stronger U.S. dollar primarily against the Japanese Yen reduced sales by 0.5 percent. The volume increase consisted of 6.2 percent from organic growth and 4.7 percent from acquisitions. Two acquisitions were made during 2014: Avalon Laboratories and Dima Group B.V., both of which are included within the Advanced Technology Systems segment. Three acquisitions were made during 2013: the Kreyenborg Group and certain assets of Kodama Chemical Industry Co., Ltd., both of which were included within the Adhesives Dispensing Systems segment and certain assets of Nellcor Puritan Bennett Mexico, S.A. de C.V., a subsidiary of Covidien LP (“Nellcor”), which was included within the Advanced Technology Systems segment.

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

Sales of the Adhesive Dispensing Systems segment were $899,696 in 2014, an increase of $106,208, or 13.4 percent, from 2013 sales of $793,488. The increase was the result of a sales volume increase of 14.3 percent offset by unfavorable currency effects that reduced sales by 0.9 percent. The sales volume increase consisted of 8.1 percent from acquisitions and 6.2 percent from organic volume. Sales volume, inclusive of acquisitions, increased in all geographic regions and was particularly strong in the Europe and Asia Pacific regions. Organic growth in all product lines was driven by our disposable hygiene, rigid packaging, polymer processing and general product assembly end markets.

Sales of the Advanced Technology Systems segment were $561,784 in 2014, an increase of $45,518, or 8.8 percent, from 2013 sales of $516,266. The increase was the result of a sales volume increase of 8.4 percent and favorable currency effects that increased sales by 0.4 percent. The sales volume increase consisted of 6.8% from organic volume and 1.6% from the first-year effect of acquisitions. Within the segment, sales volume, inclusive of acquisitions, increased in all geographic regions, except the Americas, and were most pronounced in

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Japan and Asia Pacific. Strong organic growth in all product lines was led by demand for our automated dispensing equipment related to electronic mobile device assembly end markets, along with higher demand for our electronic test and inspection equipment, semi-automated dispensing systems and single-use fluid management components related to medical and industrial end markets.

Sales of the Industrial Coating Systems segment were $242,541 in 2014, an increase of $9,374, or 4.0 percent, from 2013 sales of $233,167. The increase was the result of a sales volume increase of 4.7 percent offset by unfavorable currency effects that reduced sales by 0.7 percent. The sales volume increase was entirely due to organic growth. Sales volume increased in the United States and Europe regions. Growth was driven by demand for our cold material dispensing equipment in automotive and industrial end markets, coating equipment for food and beverage end markets and select consumer durable goods end markets, partially offset by softness in UV curing equipment for electronic applications.

Sales outside the United States accounted for 70.4 percent of our sales in 2014, as compared to 69.8 percent in 2013. On a geographic basis, sales in the United States were $503,776, an increase of 8.2 percent from 2013. The increase consisted of 6.1 percent organic volume and 2.1 percent from acquisitions. In the Americas region, sales were $120,993, down 2.2 percent from the prior year, with volume increasing 0.8 percent offset by unfavorable currency effects of 3.0 percent. The increase in sales volume consisted of 0.5 percent from organic volume and 0.3 percent from acquisitions. Sales in Europe were $494,538 in 2014, up 18.7 percent from 2013, with volume increasing 16.8 and favorable currency effects of 1.9 percent. The increase in sales volume consisted of 5.3 percent from organic growth and 11.5 percent from acquisitions. Sales in Japan for 2014 were $127,057, a decrease of 0.7 percent from the prior year. The decrease consisted of volume growth of 7.4 percent offset by unfavorable currency effects of 8.1 percent. The increase in sales volume consisted of 5.5 percent organic volume and 1.9 percent from acquisitions. Sales in the Asia Pacific region were $457,657, up 11.9 percent from the prior year, with volume increasing 12.1 percent, offset by unfavorable currency effects of 0.2 percent. The increase in sales volume consisted of 9.0 percent from organic growth and 3.1 percent from acquisitions.

It is estimated that the effect of pricing on total revenue was neutral relative to 2013.

Operating profit — Cost of sales were $758,923 in 2014, up 12.1 percent from 2013. The increase compared to 2013 is primarily due to increased sales volume. Gross profit, expressed as a percentage of sales, decreased to 55.5 percent in 2014 from 56.1 percent in 2013. The reduction in gross margin was primarily a result of product line mix, as well as a higher mix of systems revenue in our legacy business and currency effects.

Selling and administrative expenses, including severance and restructuring costs, were $577,993 in 2014, an increase of $35,698, or 6.6 percent, from 2013. The increase was primarily due to the addition of acquired businesses and higher compensation expenses related to increased employment levels, partially offset by currency effects that reduced expenses.

Selling and administrative expenses as a percentage of sales decreased to 33.9 percent in 2014 from 35.1 percent in 2013, due primarily to the higher level of sales and the favorable effects of continuous improvement activities.

Severance and restructuring costs of $2,551 were recorded during 2014. Within the Adhesives Dispensing Systems segment, certain restructuring programs within our U.S. and European operations resulted in costs of $1,731. Within the Advanced Technology Systems segment, restructuring initiatives in the U.S. resulted in severance costs of $579. Within the Industrial Coatings Systems segment, restructuring activities in China resulted in severance costs of $241.

Operating profit as a percentage of sales was 21.5 percent in 2014 compared to 21.0 percent in 2013. The increase was primarily due to higher sales volume supported by a more efficient cost structure.

Operating capacity for each of our segments can support fluctuations in order activity without significant changes in operating costs. Also, currency translation affects reported operating margins. Operating margins for each segment were unfavorably impacted by a stronger dollar during 2014 as compared to 2013.

Operating profit as a percentage of sales for the Adhesive Dispensing Systems segment decreased to 25.5 percent in 2014 from 25.7 percent in 2013. The slight decline in 2014 was due to the dilution effect of acquired product lines in 2013.

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Operating profit as a percentage of sales for the Advanced Technology Systems segment increased to 25.0 percent in 2014 from 23.9 percent in 2013. The increase was due primarily to higher sales volume supported by a more efficient cost structure.

Operating profit as a percentage of sales for the Industrial Coating Systems segment increased to 15.7 percent in 2014 from 14.5 percent in 2013. The increase was due primarily to higher sales volume supported by a more efficient cost structure.

Interest and other income (expense) — Interest expense in 2014 was $15,035, an increase of $194, or 1.3 percent, from 2013. The increase was due to higher borrowing levels resulting primarily from acquisitions in the second half of 2013 and 2014.

Other expense in 2014 was $138 compared to other income in 2013 of $1,694. Included in 2014 were a gain on property insurance settlement of $1,005 and foreign currency losses of $478. Included in 2013 were a gain on sale of real estate in China of $2,106 and foreign currency losses of $2,214.

Income taxes — Income tax expense in 2014 was $105,740, or 30.0 percent of pre-tax income, as compared to $89,306, or 28.7 percent of pre-tax income in 2013.

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

Net income — Net income was $246,773, or $3.84 per diluted share, in 2014, compared to net income of $221,817, or $3.42 per diluted share in 2013. This represents an 11.3 percent increase in net income and a 12.3 percent increase in diluted earnings per share.

Recently issued accounting standards — In July 2013, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update (ASU) which requires the netting of unrecognized tax benefits against a deferred tax asset for a loss or other carry forward that would apply in settlement of uncertain tax positions. Under the new standard, unrecognized tax benefits will be netted against all available same-jurisdiction loss or other tax carry forwards that would be utilized, rather than only against carry forwards that are created by the unrecognized tax benefits. The new guidance is effective prospectively to all existing unrecognized tax benefits, but entities can choose to apply it retrospectively. The guidance will be effective for us in our first quarter of 2015, with early adoption permitted. We do not believe the adoption of this ASU will have a material effect on our consolidated financial statements.

In May 2014, the FASB issued a new standard regarding revenue recognition. Under this standard, a company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard implements a five-step process for customer contract revenue recognition that focuses on transfer of control. It will be effective for us beginning in 2018, with early adoption not permitted. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. We are currently assessing the impact this standard will have on our consolidated financial statements as well as the method by which we will adopt the new standard.

2013 compared to 2012

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

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acquisitions were made during 2012: EDI Holdings, Inc. (EDI) and Xaloy Superior Holdings, Inc. (Xaloy), which were included within the Adhesive Dispensing Systems segment, and Sealant Equipment & Engineering, Inc. (SEE), which was included within the Industrial Coating Systems segment.

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

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

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

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

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

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

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

Selling and administrative expenses, including severance and restructuring costs, were $542,295 in 2013, an increase of $54,486, or 11.2 percent, from 2012. The increase was primarily due to the addition of acquired businesses, acquisition transaction costs and higher compensation expenses related to increased employment levels, partially offset by currency effects that reduced expenses.

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Selling and administrative expenses as a percentage of sales increased to 35.1 percent in 2013 from 34.6 percent in 2012, due primarily to the acquired businesses and modest organic sales volume growth.

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

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

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

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

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

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

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

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

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

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

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

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

Liquidity and Capital Resources

Cash and cash equivalents decreased $61 in 2014. Cash provided by operating activities was $288,155 in 2014, compared to $268,376 in 2013. The primary sources were net income adjusted for non-cash income and expenses

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and the tax benefit from the exercise of stock options, the sum of which was $322,529 in 2014, compared to $287,378 in 2013. Operating assets and liabilities used $34,374 of cash in 2014, compared to $19,002 in 2013. The primary reasons for this increase were higher receivables due to higher year-end shipments, higher inventory investments to meet anticipated demand, partially offset by higher accrued liabilities.

Cash used by investing activities was $230,525 in 2014, compared to $220,545 in 2013. The 2014 acquisitions of Avalon Laboratories and Dima Group B.V. used $186,420 of cash. The 2013 acquisitions of the Kreyenborg Group, certain assets from Kodama Chemical Industry Co., Ltd and certain assets from Nellcor Puritan Bennett Mexico, S.A. de C.V., a subsidiary of Covidien LP used $176,333 of cash. Capital expenditures were $43,574 in 2014, down from $47,219 in the prior year. Current year capital expenditures were focused on production machinery, continued investments in our information systems platform and on a new facility in Colorado supporting our fluid management product lines. Cash proceeds of $3,847 in 2013 related primarily to sale of real estate in China.

Cash of $53,458 was used by financing activities in 2014, compared to $52,426 in 2013. Included in 2014 were net short and long-term borrowings of $153,823, compared to $15,747 in the prior year. The change was primarily due to increased borrowing for acquisitions and purchase of treasury shares in 2014. Issuance of common shares related to employee benefit plans generated $7,013 of cash in 2014, up from $6,018 in 2013, and the tax benefit from stock option exercises was $6,385 in the current year, up from $5,531 in the prior year. These increases were the result of higher stock option exercises. In 2014, cash of $166,434 was used for the purchase of treasury shares, up from $33,402 in 2013. Dividend payments were $48,391 in 2014, up from $40,478 in 2013 due to an increase in the annual dividend to $0.76 per share from $0.63 per share.

The following is a summary of significant changes by balance sheet caption from October 31, 2013 to October 31, 2014. Receivables increased $57,137 primarily due to higher sales in the fourth quarter of 2014 compared to the fourth quarter of 2013. The increase of $12,470 in inventories was primarily due to inventory held by Avalon Laboratories and Dima Group B.V, which were both acquired in 2014. Net property, plant and equipment increased $23,460 primarily due to capital expenditures and acquisitions, partially offset by depreciation expense. Goodwill increased $113,326, due to acquisitions completed in 2014 that added $124,391 of goodwill, offset by $11,065 from the effects of currency translation. The increase in net other intangibles of $22,237 was due to $53,281 of intangibles added as a result of the 2014 acquisitions, partially offset by $25,308 of amortization and $5,736 from the effects of currency translation.

The increase in notes payable of $102,577 was related to the borrowing of a $100,000 short-term credit facility with PNC Bank. Accounts payable increased $6,377, primarily due to the higher level of business activity in the fourth quarter of 2014 compared to the fourth quarter of 2013. The increase in income taxes payable of $2,064 was due to the timing of required tax payments. The increase of $26,473 in accrued liabilities was due to higher compensation-related accruals and higher value of foreign exchange contracts. The long-term debt increase of $44,710 primarily reflects $121,242 of net borrowings under our revolving credit agreement offset by repayments of $65,815 under our €100,000 agreement with The Bank of Tokyo-Mitsubishi UFJ, Ltd, and repayments of $10,556 under our New York Life credit facility. The $20,328 increase in long-term pension obligations was primarily the result of a decrease in discount rates and new mortality tables used for domestic plans. Postretirement obligations increased $8,506 primarily due to a decrease in discount rates and new mortality tables used for domestic plans. The increase of $3,945 in other long-term liabilities is due primarily to the Avalon and Dima Group acquisitions and Corporate deferred compensation liabilities.

In August 2013 the board of directors approved a repurchase program of up to $200,000. Uses for repurchased shares include the funding of benefit programs including stock options, restricted stock and 401(k) matching. Shares purchased are treated as treasury shares until used for such purposes. The repurchase program is being funded using cash from operations and proceeds from borrowings under our credit facilities. During 2014, we repurchased 2,224 shares within these programs for a total of $163,584, excluding shares repurchased for taxes associated with stock-based compensation.

As of October 31, 2014, approximately 87 percent of our consolidated cash and cash equivalents were held at various foreign subsidiaries. Deferred income taxes are not provided on undistributed earnings of international

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subsidiaries that are intended to be permanently invested in those operations. These undistributed earnings aggregated approximately $622,914 and $510,842 at October 31, 2014 and 2013, respectively. Should these earnings be distributed, applicable foreign tax credits would substantially offset United States taxes due upon the distribution.

Subsequent to October 31, 2014, the board of directors authorized a new $300,000 share repurchase program, effective December 16, 2014. This new program replaced the $200,000 program approved by the board in August 2013.

Contractual Obligations

The following table summarizes contractual obligations as of October 31, 2014:

Obligations	Payments Due by Period
	Total		Less than 1 Year		1-3 Years		4-5 Years		After 5 Years
Long-term debt(1)	$	693,619	$	10,751	$	487,384	$	48,178	$	147,306
Interest payments on long-term debt(1)		43,297		7,464		13,220		10,462		12,151
Capital lease obligations(2)		22,267		6,866		7,297		1,628		6,476
Operating leases(2)		43,551		12,189		13,000		7,952		10,410
Notes payable(3)		106,181		106,181		—		—		—
Contributions related to pension and postretirement benefits(4)		28,100		28,100		—		—		—
Purchase obligations(5)		52,616		52,314		302		—		—
Total obligations	$	989,631	$	223,865	$	521,203	$	68,220	$	176,343

(1) We have a $500,000 unsecured, multicurrency credit facility with a group of banks that expires in December 2016 and may be increased to $750,000 under certain conditions. At October 31, 2014, $375,242 was outstanding under this facility, compared to $254,000 outstanding at October 31, 2013. The weighted average interest rate for borrowings under this agreement was 1.08 percent at October 31, 2014. There are two primary financial covenants that must be met under this facility. The first covenant limits the amount of total indebtedness that can be incurred to 3.50 times consolidated trailing four-quarter EBITDA (both indebtedness and EBITDA as defined in the credit agreement). The second covenant requires consolidated trailing four-quarter EBITDA to be at least 2.75 times consolidated trailing four-quarter interest expense (both as defined in the credit agreement). At October 31, 2014, we were in compliance with all debt covenants, and the amount we could borrow under the credit facility would not have been limited by any debt covenants.

In 2011, we entered into a $150,000 three-year Private Shelf Note agreement with New York Life Investment Management LLC. Effective in 2013, the amount of the facility was increased from $150,000 to $175,000. Borrowings under the agreement may be up to 12 years, with an average life of up to 10 years and are unsecured. The interest rate on each borrowing can be fixed or floating and is based upon the market rate at the borrowing date. This agreement contains customary events of default and covenants related to limitations on indebtedness and the maintenance of certain financial ratios. At October 31, 2014, there was $53,333 outstanding under this facility, compared to $63,889 at October 31, 2013. The fixed rate was 2.21 percent at October 31, 2014. We were in compliance with all covenants at October 31, 2014, and the amount we could borrow would not have been limited by any debt covenants.

In 2012, we entered into a Note Purchase Agreement with a group of insurance companies under which we sold $200,000 of Senior Notes. The notes mature between July 2017 and July 2025 and bear interest at fixed rates between 2.27 percent and 3.13 percent. We were in compliance with all covenants at October 31, 2014.

In 2013, we entered into a €100,000 agreement with The Bank of Tokyo-Mitsubishi UFJ, Ltd. The term of the agreement is three years and can be extended by one year at the end of the third and fourth anniversaries. The

30

interest rate is variable based upon the EUR LIBOR rate and was 0.95 percent at October 31, 2014. At October 31, 2014, there was €50,500 $(63,244) outstanding under this agreement, compared to €95,000 $(129,058) at October 31, 2013. We were in compliance with all covenants at October 31, 2014.

See Note 9 for additional information.

(2) See Note 10 for additional information.

(3) In 2014, we entered into a 364-day $100,000 unsecured credit facility with PNC Bank. We borrowed $100,000 under this facility to partially fund the Avalon acquisition. No additional borrowings can be made under this agreement, and any future repayments will reduce the maximum amount by the amount of the repayment. The interest rate for borrowings under this facility was 0.95 percent at October 31, 2014. We were in compliance with all covenants at October 31, 2014.

See Note 8 for additional information.

(4) Pension and postretirement plan funding amounts after 2015 will be determined based on the future funded status of the plans and therefore cannot be estimated at this time. See Note 6 for additional information.

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

We believe that the combination of present capital resources, internally generated funds and unused financing sources are more than adequate to meet cash requirements for 2015. There are no significant restrictions limiting the transfer of funds from international subsidiaries to the parent company.

Outlook

Our operating performance, balance sheet position, and financial ratios for 2014 remained strong relative to 2013 and recent years, although uncertainties persisted in global financial markets and the general economic environment. Going forward, we are well-positioned to manage our liquidity needs that arise from working capital requirements, capital expenditures, contributions related to pension and postretirement obligations, and principal and interest payments on indebtedness. Primary sources of capital to meet these needs as well as other opportunistic investments are cash provided by operations and borrowings under our loan agreements. In 2014, cash from operations was 17 percent of revenue. With respect to borrowing under existing loan agreements, as of October 31, 2014, we had $124,758 available capacity under our five-year term, $500,000 unsecured, multicurrency credit facility. In addition, we had $121,666 borrowing capacity remaining on our $175,000 three-year Private Shelf agreement with New York Life Investment Management LLC. While these facilities provide the contractual terms for any borrowing, we cannot be assured that these facilities would be available in the event that these financial institutions failed to remain sufficiently capitalized.

Other loan agreements exist with no remaining borrowing capacity, but factor into debt covenant calculations that affect future borrowing capacity. On July 26, 2012, we entered into a note purchase agreement with a group of insurance companies under which we sold $200,000 of senior notes. The notes mature between July 2017 and July 2025 and bear interest at fixed rates between 2.27 percent and 3.13 percent. As of October 31, 2014, we owe €50,500 on a €100,000 three-year term loan facility entered into on August 30, 2013, with the Bank of Tokyo Mitsubishi UFJ, Ltd. This loan facility bears interest at variable margin rates of 0.75 percent to 1.625 percent above EUR LIBOR. As of August 6, 2014, we entered into a $100,000 364-day term loan facility with PNC Bank, National Association. Rate on this loan is 75 basis points over LIBOR.

Respective to all of these loans are two primary covenants, the leverage ratio that restricts indebtedness (net of cash) to a maximum 3.50 times consolidated four-quarter trailing EBITDA and the interest coverage ratio that requires four-quarter trailing EBITDA to be at minimum 2.75 times consolidated trailing four-quarter interest expense. (Debt, EBITDA, and interest expense are as defined in respective credit agreements.) With respect to these two primary covenants as of October 31, 2014, we were approximately 47 percent of the most restrictive leverage ratio and approximately nine times the most restrictive interest coverage ratio. Unused borrowing capacity under existing loan agreements would amount to an additional 15 percent of the most restrictive leverage ratio.

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Regarding expectations for 2015, we are optimistic about the growth opportunities in the diverse consumer durable, non-durable, medical, electronics and industrial end markets we serve. However, we move forward with caution given slower growth in emerging markets, economists’ expectations for global GDP indicating a low-growth macroeconomic environment and marketplace effects of political instability in certain areas of the world. Though the pace of improvement in the global economy remains somewhat unclear, our growth potential has been demonstrated over time from our capacity to build and enhance our core by entering emerging markets and pursuing market adjacencies. We drive value for our customers through our application expertise, differentiated technology, and direct sales and service support. Our priorities also focus on operational improvements by employing continuous improvement methodologies to our business processes. We expect these efforts will continue to provide more than sufficient cash from operations for meeting our liquidity needs and paying dividends to common shareholders, as well as enabling us to invest in the development of new applications and markets for our technologies and pursue strategic acquisition opportunities. For 2009 — 2014, excluding voluntary contributions to US defined benefit plans in 2010, cash from operations have been 17 to 21 percent of revenues, resulting in more than sufficient cash for our ordinary business requirements. Our available borrowing capacity will enable us to make opportunistic investments in our own common shares and strategic business combinations.

With respect to contractual spending, the table above presents our financial obligations as $989,631 of which $223,865 is payable in 2015. Effective December 16, 2014, we have in place a share repurchase program approved by the board of directors, authorizing management at its discretion to repurchase shares up to $300,000.

This new authorization continues a succession of share repurchase programs authorized since 2011. The repurchase program is funded using cash from operations and proceeds from borrowings under our credit facilities. Timing and actual number of shares subject to repurchase are contingent on a number of factors including levels of cash generation from operations, cash requirements for acquisitions, repayment of debt and our share price. Capital expenditures for 2015 will be focused on continued investments in our information systems, completing a new facility in Colorado supporting our fluid management product lines and projects that improve both capacity and efficiency of manufacturing and distribution operations.

Effects of Foreign Currency

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

In 2014, as compared with 2013, the United States dollar was generally stronger against foreign currencies. If 2013 exchange rates had been in effect during 2014, sales would have been approximately $7,002 higher and third-party costs would have been approximately $1,845 higher. In 2013, as compared with 2012, the United States dollar was generally stronger against foreign currencies. If 2012 exchange rates had been in effect during 2013, sales would have been approximately $15,052 higher and third-party costs would have been approximately $7,035 higher. These effects on reported sales do not include the impact of local price adjustments made in response to changes in currency exchange rates.

Inflation

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

Trends

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

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

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

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

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We operate internationally and enter into intercompany transactions denominated in foreign currencies. Consequently, we are subject to market risk arising from exchange rate movements between the dates foreign currencies are recorded and the dates they are settled. We regularly use foreign exchange contracts to reduce our risks related to most of these transactions. These contracts, primarily associated with the euro, yen and pound sterling, typically have maturities of 90 days or less, and generally require the exchange of foreign currencies for United States dollars at rates stated in the contracts. Gains and losses from changes in the market value of these contracts offset foreign exchange losses and gains, respectively, on the underlying transactions. Other transactions denominated in foreign currencies are designated as hedges of our net investments in foreign subsidiaries or are intercompany transactions of a long-term investment nature. As a result of the use of foreign exchange contracts on a routine basis to reduce the risks related to most of our transactions denominated in foreign currencies, as of October 31, 2014, we did not have material foreign currency exposure.

Note 12 to the financial statements contains additional information about our foreign currency transactions and the methods and assumptions used to record these transactions.

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

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

At October 31, 2014

	2015			2016			2017			2018			2019			Thereafter			Total Value			Fair Value
Annual repayments of long-term debt	$	10,751		$	10,798		$	38,101		$	26,586		$	21,591		$	147,306		$	255,133		$	257,654
Average interest rate on total borrowings outstanding during the year		2.8	%		2.8	%		2.8	%		2.9	%		3.0	%		3.0	%		2.8	%

At October 31, 2013

	2014			2015			2016			2017			2018			Thereafter			Total Value			Fair Value
Annual repayments of long-term debt	$	10,832		$	10,757		$	10,763		$	38,095		$	26,587		$	168,897		$	265,931		$	253,845
Average interest rate on total borrowings outstanding during the year		2.8	%		2.8	%		2.8	%		2.8	%		2.9	%		3.0	%		2.8	%

We also have variable-rate notes payable and long-term debt. The weighted average interest rate of this debt was 1.1 percent at October 31, 2014 and 1.0 percent at October 31, 2013. A one percent increase in interest rates would have resulted in additional interest expense of approximately $4,201 on the variable rate notes payable and long-term debt in 2014.

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Item 8. Financial Statements and Supplementary Data

Consolidated Statements of Income

Years ended October 31, 2014, 2013 and 2012	2014			2013			2012
(In thousands except for per-share amounts)
Sales	$	1,704,021		$	1,542,921		$	1,409,578
Operating costs and expenses:
Cost of sales		758,923			676,777			586,289
Selling and administrative expenses		577,993			542,295			487,809
		1,336,916			1,219,072			1,074,098
Operating profit		367,105			323,849			335,480
Other income (expense):
Interest expense		(15,035	)		(14,841	)		(11,153	)
Interest and investment income		581			421			463
Other — net		(138	)		1,694			1,463
		(14,592	)		(12,726	)		(9,227	)
Income before income taxes		352,513			311,123			326,253
Income tax provision:
Current		102,251			84,184			91,596
Deferred		3,489			5,122			9,828
		105,740			89,306			101,424
Net income	$	246,773		$	221,817		$	224,829
Average common shares		63,656			64,214			64,407
Incremental common shares attributable to outstanding stock options, restricted stock and deferred stock-based compensation		625			694			696
Average common shares and common share equivalents		64,281			64,908			65,103
Basic earnings per share	$	3.88		$	3.45		$	3.49
Diluted earnings per share	$	3.84		$	3.42		$	3.45
Dividends declared per common share	$	0.76		$	0.63		$	0.525

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

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Consolidated Statements of Comprehensive Income

Years ended October 31, 2014, 2013 and 2012	2014			2013			2012
(In thousands)
Net income	$	246,773		$	221,817		$	224,829
Components of other comprehensive income (loss), net of tax:
Translation adjustments		(23,972	)		465			(10,806	)
Pension and postretirement benefit plans:
Prior service (cost) credit arising during the year		175			(1,050	)		2,142
Net actuarial gain (loss) arising during the year		(29,158	)		38,149			(23,829	)
Amortization of prior service cost		(251	)		(375	)		(183	)
Amortization of actuarial loss		6,989			9,657			7,899
Settlement loss recognized		398			—			563
Total pension and postretirement benefit plans		(21,847	)		46,381			(13,408	)
Total other comprehensive income (loss)		(45,819	)		46,846			(24,214	)
Total comprehensive income	$	200,954		$	268,663		$	200,615

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

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Consolidated Balance Sheets

October 31, 2014 and 2013	2014			2013
(In thousands)
Assets
Current assets:
Cash and cash equivalents	$	42,314		$	42,375
Receivables — net		365,844			308,707
Inventories — net		210,871			198,401
Deferred income taxes		29,926			30,850
Prepaid expenses		23,728			21,733
Total current assets		672,683			602,066
Property, plant and equipment — net		224,439			200,979
Goodwill		1,052,537			939,211
Intangible assets — net		291,310			269,073
Deferred income taxes		6,559			9,394
Other assets		32,602			32,456
	$	2,280,130		$	2,053,179
Liabilities and shareholders’ equity
Current liabilities:
Notes payable	$	106,181		$	3,604
Accounts payable		68,500			62,123
Income taxes payable		16,586			14,522
Accrued liabilities		137,001			110,528
Customer advance payments		25,578			28,341
Current maturities of long-term debt		10,751			10,832
Deferred income taxes		1,163			1,326
Current obligations under capital leases		5,108			5,521
Total current liabilities		370,868			236,797
Long-term debt		682,868			638,158
Obligations under capital leases		11,018			10,112
Pension obligations		124,082			103,754
Postretirement obligations		68,300			59,794
Deferred income taxes		87,092			89,541
Other liabilities		31,105			27,160
Shareholders’ equity:
Preferred shares, no par value; 10,000 shares authorized; none issued		—			—
Common shares, no par value; 160,000 shares authorized; 98,023 shares issued at October 31, 2014 and 2013		12,253			12,253
Capital in excess of stated value		328,605			304,549
Retained earnings		1,560,966			1,362,584
Accumulated other comprehensive loss		(103,199	)		(57,380	)
Common shares in treasury, at cost		(893,828	)		(734,143	)
Total shareholders’ equity		904,797			887,863
	$	2,280,130		$	2,053,179

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

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Consolidated Statements of Shareholders’ Equity

Years ended October 31, 2014, 2013 and 2012	2014			2013			2012
(In thousands)
Number of common shares in treasury
Balance at beginning of year		33,805			33,766			32,422
Shares issued under company stock and employee benefit plans		(480	)		(468	)		(571	)
Purchase of treasury shares		2,263			507			1,915
Balance at end of year		35,588			33,805			33,766
Common shares
Balance at beginning and ending of year	$	12,253		$	12,253		$	12,253
Capital in excess of stated value
Balance at beginning of year	$	304,549		$	287,581		$	272,928
Shares issued under company stock and employee benefit plans		264			(325	)		(504	)
Tax benefit from stock option and restricted stock transactions		6,385			5,531			4,792
Stock-based compensation		17,407			11,762			10,365
Balance at end of year	$	328,605		$	304,549		$	287,581
Retained earnings
Balance at beginning of year	$	1,362,584		$	1,181,245		$	990,221
Net income		246,773			221,817			224,829
Dividends paid ($.76 per share in 2014, $.63 per share in 2013, and $.525 per share in 2012)		(48,391	)		(40,478	)		(33,805	)
Balance at end of year	$	1,560,966		$	1,362,584		$	1,181,245
Accumulated other comprehensive income (loss)
Balance at beginning of year	$	(57,380	)	$	(104,226	)	$	(80,012	)
Translation adjustments		(23,972	)		465			(10,806	)
Settlement loss recognized, net of tax of $(234) in 2014 and $(331) in 2012		398			—			563
Net prior service cost arising during the year, net of tax of $125 in 2014, $840 in 2013 and $(1,078) in 2012		(76	)		(1,425	)		1,959
Net actuarial gain (loss) arising during the year, net of tax of $11,457 in 2014, $(28,644) in 2013 and $7,791 in 2012		(22,169	)		47,806			(15,930	)
Balance at end of year	$	(103,199	)	$	(57,380	)	$	(104,226	)
Common shares in treasury, at cost
Balance at beginning of year	$	(734,143	)	$	(707,083	)	$	(624,067	)
Shares issued under company stock and employee benefit plans		6,749			6,490			7,762
Purchase of treasury shares		(166,434	)		(33,550	)		(90,778	)
Balance at end of year	$	(893,828	)	$	(734,143	)	$	(707,083	)
Total shareholders’ equity	$	904,797		$	887,863		$	669,770

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

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Consolidated Statements of Cash Flows

Years ended October 31, 2014, 2013 and 2012	2014			2013			2012
(In thousands)
Cash flows from operating activities:
Net income	$	246,773		$	221,817		$	224,829
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		34,446			31,766			24,469
Amortization		25,308			22,672			14,521
Provision for losses on receivables		867			889			710
Deferred income taxes		3,489			5,122			9,828
Tax benefit from the exercise of stock options		(6,385	)		(5,531	)		(4,792	)
Non-cash stock compensation		17,407			11,762			10,365
(Gain)/loss on sale of property, plant and equipment		218			(1,879	)		(638	)
Other non-cash		406			760			(401	)
Changes in operating assets and liabilities:
Receivables		(65,692	)		19,971			(49,595	)
Inventories		(8,699	)		(10,741	)		171
Prepaid expenses		(1,852	)		(75	)		(1,201	)
Other noncurrent assets		(232	)		(5,898	)		(1,290	)
Accounts payable		6,906			(2,549	)		4,882
Income taxes payable		9,524			(8,552	)		18,855
Accrued liabilities		27,932			(19,130	)		12,923
Customer advance payments		(2,103	)		(839	)		2,124
Other noncurrent liabilities		59			7,195			12,156
Other		(217	)		1,616			(3,518	)
Net cash provided by operating activities		288,155			268,376			274,398
Cash flows from investing activities:
Additions to property, plant and equipment		(43,574	)		(47,219	)		(30,959	)
Proceeds from sale of property, plant and equipment		323			3,847			6,120
Proceeds from sale of product lines		—			—			2,213
Acquisition of businesses, net of cash acquired		(186,420	)		(176,333	)		(443,864	)
Investment in equity affiliate		(854	)		(1,116	)		—
Proceeds from sale of (purchases of) marketable securities		—			276			(279	)
Net cash used in investing activities		(230,525	)		(220,545	)		(466,769	)
Cash flows from financing activities:
Proceeds from short-term borrowings		108,679			5,036			250,001
Repayment of short-term borrowings		(6,093	)		(51,505	)		(200,033	)
Proceeds from long-term debt		158,828			270,283			401,175
Repayment of long-term debt		(107,591	)		(208,067	)		(136,589	)
Repayment of capital lease obligations		(5,854	)		(5,842	)		(5,203	)
Issuance of common shares		7,013			6,018			4,934
Purchase of treasury shares		(166,434	)		(33,402	)		(88,455	)
Tax benefit from the exercise of stock options		6,385			5,531			4,792
Dividends paid		(48,391	)		(40,478	)		(33,805	)
Net cash provided by (used in) financing activities		(53,458	)		(52,426	)		196,817
Effect of exchange rate changes on cash		(4,233	)		5,731			(615	)
Increase (decrease) in cash and cash equivalents		(61	)		1,136			3,831
Cash and cash equivalents at beginning of year		42,375			41,239			37,408
Cash and cash equivalents at end of year	$	42,314		$	42,375		$	41,239

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

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Notes to Consolidated Financial Statements

NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES

In this annual report, all amounts related to United States dollars and foreign currency and to the number of Nordson Corporation’s common shares, except for per share earnings and dividend amounts, are expressed in thousands. Unless the context otherwise indicates, all references to “we” or the “Company” mean Nordson Corporation.

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

Note 1 — Significant accounting policies

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

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

Presentation — Certain amounts for 2013 were reclassified to correct immaterial misclassifications of deferred tax assets and deferred tax liabilities. Specifically, non-current deferred tax liabilities increased $9,564, current deferred tax liabilities increased $1,326, non-current deferred tax assets increased $9,394 and current deferred tax assets increased $1,496.

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

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

A relative selling price hierarchy exists for determining the selling price of deliverables in multiple deliverable arrangements. Vendor specific objective evidence (VSOE) is used, if available. Third-party evidence (TPE) is used if VSOE is not available, and best estimated selling price (BESP) is used if neither VSOE nor TPE is available. Our multiple deliverable arrangements include installation, installation supervision, training, and spare parts, which tend to be completed in a short period of time, at an insignificant cost, and utilizing skills not unique to us, therefore, are typically regarded as inconsequential or perfunctory. Revenue for undelivered items is deferred and included within accrued liabilities in the accompanying balance sheet. Revenues deferred in 2014, 2013 and 2012 were not material.

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

Advertising costs — Advertising costs are expensed as incurred and were $10,823, $12,480 and $10,935 in 2014, 2013 and 2012, respectively.

Research and development — Research and development costs are expensed as incurred and were $47,536, $47,973 and $36,535 in 2014, 2013 and 2012, respectively.

Earnings per share — Basic earnings per share are computed based on the weighted-average number of common shares outstanding during each year, while diluted earnings per share are based on the weighted-average number of common shares and common share equivalents outstanding. Common share equivalents consist of shares issuable upon exercise of stock options computed using the treasury stock method, as well as restricted stock and deferred stock-based compensation. Options whose exercise price is higher than the average market price are excluded from the calculation of diluted earnings per share because the effect would be anti-dilutive. Options for 69 common shares were excluded from the diluted earnings per share calculation in 2014 because their effect would have been anti-dilutive. No options for common shares were excluded from the 2013 diluted earnings per

40

Notes to Consolidated Financial Statements — (Continued)

share calculation, and options for 75 common shares were excluded from the diluted earnings per share calculation in 2012. Under the 2012 Stock Incentive and Award Plan, executive officers and selected other key employees receive common share awards based on corporate performance measures over three-year performance periods. Awards for which performance measures have not been met were excluded from the calculation of diluted earnings per share.

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

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

Inventories — Inventories are valued at the lower of cost or market. Cost was determined using the last-in, first-out (LIFO) method for 21 percent of consolidated inventories at October 31, 2014, and October 31, 2013. The first-in, first-out (FIFO) method is used for all other inventories. Consolidated inventories would have been $7,496 and $6,797 higher than reported at October 31, 2014 and October 31, 2013, respectively, had the FIFO method, which approximates current cost, been used for valuation of all inventories.

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

Land improvements	15-25 years
Buildings	20-40 years
Machinery and equipment	3-18 years
Enterprise management systems	5-13 years

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

Internal use software costs are expensed or capitalized depending on whether they are incurred in the preliminary project stage, application development stage or the post-implementation stage. Amounts capitalized are amortized over the estimated useful lives of the software beginning with the project’s completion. All reengineering costs are expensed as incurred. Interest costs on significant capital projects are capitalized. No interest was capitalized in 2014, 2013 or 2012.

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

Other amortizable intangible assets, which consist primarily of patent/technology costs, customer relationships, noncompete agreements, and trade names, are amortized over their useful lives on a straight-line basis. At October 31, 2014, the weighted-average useful lives for each major category of amortizable intangible assets were:

Patent/technology costs	14 years
Customer relationships	14 years
Noncompete agreements	3 years
Trade names	16 years

41

Notes to Consolidated Financial Statements — (Continued)

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

Accumulated other comprehensive loss — Accumulated other comprehensive loss at October 31, 2014 and 2013 consisted of:

	Cumulative			Pension and			Accumulated
	translation			postretirement benefit			other comprehensive
	adjustments			plan adjustments			loss
Balance at October 31, 2013	$	26,699		$	(84,079	)	$	(57,380	)
Pension and postretirement plan changes, net of tax of $(11,348)		—			(21,847	)		(21,847	)
Current period charge		(23,972	)		—			(23,972	)
Balance at October 31, 2014	$	2,727		$	(105,926	)	$	(103,199	)

Warranties — We offer warranties to our customers depending on the specific product and terms of the customer purchase agreement. A typical warranty program requires that we repair or replace defective products within a specified time period (generally one year) measured from the date of delivery or first use. We record an estimate for future warranty-related costs based on actual historical return rates. Based on analysis of return rates and other factors, the adequacy of our warranty provisions are adjusted as necessary. The liability for warranty costs is included in accrued liabilities in the Consolidated Balance Sheet.

Following is a reconciliation of the product warranty liability for 2014 and 2013:

	2014			2013
Balance at beginning of year	$	9,409		$	8,929
Accruals for warranties		10,813			7,891
Warranty assumed from acquisitions		—			947
Warranty payments		(10,012	)		(8,356	)
Currency adjustments		(292	)		(2	)
Balance at end of year	$	9,918		$	9,409

Note 2 — Recently issued accounting standards

In July 2013, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update (ASU) which requires the netting of unrecognized tax benefits against a deferred tax asset for a loss or other carry forward that would apply in settlement of uncertain tax positions. Under the new standard, unrecognized tax benefits will be netted against all available same-jurisdiction loss or other tax carry forwards that would be utilized, rather than only against carry forwards that are created by the unrecognized tax benefits. The new guidance is effective prospectively to all existing unrecognized tax benefits, but entities can choose to apply it retrospectively. The guidance will be effective for us in our first quarter of 2015, with early adoption permitted. We do not believe the adoption of this ASU will have a material effect on our consolidated financial statements.

In May 2014, the FASB issued a new standard regarding revenue recognition. Under this standard, a company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the

42

Notes to Consolidated Financial Statements — (Continued)

consideration to which the company expects to be entitled in exchange for those goods or services. The standard implements a five-step process for customer contract revenue recognition that focuses on transfer of control. It will be effective for us beginning in 2018, with early adoption not permitted. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. We are currently assessing the impact this standard will have on our consolidated financial statements as well as the method by which we will adopt the new standard.

Note 3 — Acquisitions

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

2014 acquisitions

On August 8, 2014, we purchased 100 percent of the outstanding shares of Avalon Laboratories Holding Corp. (Avalon). Avalon, a leading designer and manufacturer of highly specialized catheters and medical tubing products for cardiology, pulmonology and related applications, complements our existing lines of highly engineered, single-use plastic components for fluid management in medical applications. We acquired Avalon for an aggregate purchase price of $179,966, net of cash acquired of $1,324. Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $122,011 and identifiable intangible assets of $52,000 were recorded. The identifiable intangible assets consist primarily of $32,200 of customer relationships (amortized over 10 years), $9,800 of technology (amortized over 10 years) and $10,000 of tradenames (amortized over 15 years). Goodwill associated with this acquisition is not tax deductible; however there is $15,800 from a previous acquisition that is tax deductible.

On August 29, 2014, we purchased 100 percent of the outstanding shares of Dima Group B.V. (Dima), a Netherlands based manufacturer of conformal coating, dispensing and surface mount technology equipment for the global electronics assembly market. We acquired Dima for an aggregate purchase price of $6,454, net of cash acquired of $149. Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $2,380 and identifiable intangible assets of $1,281 were recorded. The identifiable intangible assets consist primarily of $1,017 of customer relationships (amortized over 7 years), and $264 of tradenames (amortized over 15 years). Goodwill associated with this acquisition is not tax deductible.

Both of these acquisitions are being reported in our Advanced Technology Systems segment.

As of October 31, 2014, the purchase price allocations remain preliminary as we complete our assessments of deferred taxes and certain reserves.

2013 acquisitions

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

On August 30, 2013, we purchased 100 percent of the outstanding shares of Münster, Germany based Kreyenborg Group’s Kreyenborg GmbH and BKG Bruckmann & Kreyenborg Granuliertechnik GmbH (the Kreyenborg Group). The Kreyenborg Group broadens our existing offering of screen changers, pumps and valves,

43

Notes to Consolidated Financial Statements — (Continued)

critical components in the polymer processing melt stream for extrusion processes, and expands the product portfolio to include pelletizers, the key component in polymer compounding, recycling and related processes. The acquired companies employ approximately 270 people, have additional operations in Shanghai, China, Kuala Lumpur and Malaysia, and are reported in our Adhesive Dispensing Systems segment. We acquired the Kreyenborg Group for an aggregate purchase price of $169,994, net of cash acquired of $22,913 and debt assumed of $391. Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $115,103 and identifiable intangible assets of $60,021 were recorded. The identifiable intangible assets consist primarily of $42,306 of customer relationships (amortized over 15 years), $15,336 of technology (amortized over 15 years) and $1,851 of tradenames related to BKG (amortized over 10 years). Goodwill associated with this acquisition is not tax deductible.

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

2012 acquisitions

On June 14, 2012, we acquired 100 percent of the outstanding shares of EDI Holdings, Inc. (EDI), a provider of slot coating and flat polymer extrusion dies for plastic processors and web converters headquartered in Chippewa Falls, Wisconsin. EDI is being reported in our Adhesive Dispensing Systems segment.

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

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

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

Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $271,501 and identifiable intangible assets of $122,216 were recorded. The intangible assets acquired consist of customer lists of $48,350, which are being amortized over a weighted average life of nine years; technology assets of $25,740 which are being amortized over a weighted average life of 15 years; trade names of $43,710 which are being amortized over a weighted average life of 15 years; and non-compete agreements of $4,416, which are being amortized over a weighted average life of two years. Goodwill of $24,058 associated with the SEE acquisition is tax deductible, and none of the goodwill associated with the EDI and Xaloy acquisitions is tax deductible. However, there is $11,000 of goodwill related to their previous acquisitions that is tax deductible.

44

Notes to Consolidated Financial Statements — (Continued)

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

Sales	$	1,537,251
Net income	$	234,092
Basic earnings per share	$	3.63
Diluted earnings per share	$	3.60

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

45

Notes to Consolidated Financial Statements — (Continued)

Note 4 — Details of balance sheet

	2014			2013
Receivables:
Accounts	$	347,259		$	292,469
Notes		6,339			9,467
Other		16,733			11,036
		370,331			312,972
Allowance for doubtful accounts		(4,487	)		(4,265	)
	$	365,844		$	308,707
Inventories:
Raw materials and component parts	$	86,573		$	81,943
Work-in-process		27,994			34,756
Finished goods		130,544			115,078
		245,111			231,777
Obsolescence and other reserves		(26,744	)		(26,579	)
LIFO reserve		(7,496	)		(6,797	)
	$	210,871		$	198,401
Property, plant and equipment:
Land	$	10,216		$	10,383
Land improvements		3,827			3,849
Buildings		141,880			127,178
Machinery and equipment		319,110			294,374
Enterprise management system		44,682			43,983
Construction-in-progress		27,419			21,251
Leased property under capitalized leases		27,715			26,838
		574,849			527,856
Accumulated depreciation and amortization		(350,410	)		(326,877	)
	$	224,439		$	200,979
Accrued liabilities:
Salaries and other compensation	$	57,722		$	44,561
Pension and retirement		1,738			720
Taxes other than income taxes		6,367			5,570
Other		71,174			59,677
	$	137,001		$	110,528

46

Notes to Consolidated Financial Statements — (Continued)

Note 5 — Goodwill and intangible assets

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

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

The goodwill impairment test is a two-step process. In the first step, performed in the fourth quarter of each year, we estimate a reporting unit’s fair value using a combination of the discounted cash flow method of the Income Approach and the guideline public company method of the Market Approach and compare the result against the reporting unit’s carrying value of net assets. If the carrying value of a reporting unit exceeds its fair value, then a second step is performed to determine if goodwill is impaired. In the second step, a hypothetical purchase price allocation of the reporting unit’s assets and liabilities is performed using the fair value calculated in step one. The difference between the fair value of the reporting unit and the hypothetical fair value of assets and liabilities is the implied goodwill amount. Impairment is recorded if the carrying value of the reporting unit’s goodwill is higher than its implied goodwill. Based upon results of step one in 2014, 2013 and 2012, the second step of the goodwill impairment test was not necessary.

We acquired Avalon on August 8, 2014 and Dima on August 29, 2014. Determination of the preliminary goodwill associated with these acquisitions was completed with the assistance of an independent valuation specialist in October 2014. Since the dates of the valuations, no events or changes in circumstances have occurred that would more likely than not reduce the fair value of these acquisitions below their carrying values.

Changes in the carrying amount of goodwill during 2014 by operating segment follow:

	Adhesive Dispensing Systems			Advanced Technology Systems			Industrial Coating Systems		Total
Balance at October 31, 2013	$	407,269		$	507,884		$	24,058	$	939,211
Acquisitions		—			124,391			—		124,391
Currency effect		(10,223	)		(842	)		—		(11,065	)
Balance at October 31, 2014	$	397,046		$	631,433		$	24,058	$	1,052,537

Accumulated impairment losses, which were recorded in 2009, were $232,789 at October 31, 2014 and October 31, 2013. Of these losses, $229,173 related to the Advanced Technology Systems segment and $3,616 related to the Industrial Coating Systems segment.

47

Notes to Consolidated Financial Statements — (Continued)

Information regarding intangible assets subject to amortization follows:

	October 31, 2014
	Carrying Amount		Accumulated Amortization		Net Book Value
Customer relationships	$	200,028	$	41,910	$	158,118
Patent/technology costs		93,799		27,030		66,769
Trade name		77,846		12,173		65,673
Noncompete agreements		8,220		7,600		620
Other		1,369		1,239		130
Total	$	381,262	$	89,952	$	291,310

	October 31, 2013
	Carrying Amount		Accumulated Amortization		Net Book Value
Customer relationships	$	171,489	$	28,872	$	142,617
Patent/technology costs		85,414		21,145		64,269
Trade name		67,865		7,856		60,009
Noncompete agreements		9,965		8,091		1,874
Other		1,400		1,096		304
Total	$	336,133	$	67,060	$	269,073

Amortization expense for 2014 and 2013 was $25,308 and $22,672, respectively.

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

Year	Amounts
2015	$	27,754
2016	$	27,075
2017	$	26,653
2018	$	26,366
2019	$	26,359

Note 6 — Retirement, pension and other postretirement plans

Retirement plans — We have funded contributory retirement plans covering certain employees. Our contributions are primarily determined by the terms of the plans, subject to the limitation that they shall not exceed the amounts deductible for income tax purposes. We also sponsor unfunded contributory supplemental retirement plans for certain employees. Generally, benefits under these plans vest gradually over a period of approximately three years from date of employment, and are based on the employee’s contribution. The expense applicable to retirement plans for 2014, 2013 and 2012 was approximately $14,423, $12,955 and $10,827, respectively.

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

48

Notes to Consolidated Financial Statements — (Continued)

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

	United States						International
	2014			2013			2014			2013
Change in benefit obligation:
Benefit obligation at beginning of year	$	299,716		$	326,792		$	85,543		$	83,433
Service cost		8,071			8,896			2,597			2,098
Interest cost		13,921			12,314			3,185			2,872
Participant contributions		—			—			137			132
Plan amendments		186			1,667			(419	)		—
Foreign currency exchange rate change		—			—			(5,343	)		(279	)
Actuarial (gain) loss		34,610			(40,996	)		13,293			(54	)
Benefits paid		(11,025	)		(8,957	)		(2,162	)		(2,659	)
Benefit obligation at end of year	$	345,479		$	299,716		$	96,831		$	85,543
Change in plan assets:
Beginning fair value of plan assets	$	243,506		$	214,128		$	37,078		$	34,217
Actual return on plan assets		25,535			20,951			1,627			2,102
Company contributions		19,896			17,384			4,009			3,501
Participant contributions		—			—			137			132
Foreign currency exchange rate change		—			—			(1,071	)		(215	)
Benefits paid		(11,025	)		(8,957	)		(2,162	)		(2,659	)
Ending fair value of plan assets	$	277,912		$	243,506		$	39,618		$	37,078
Funded status at end of year	$	(67,567	)	$	(56,210	)	$	(57,213	)	$	(48,465	)
Amounts recognized in financial statements:
Noncurrent asset	$	—		$	—		$	17		$	22
Accrued benefit liability		(709	)		(938	)		(6	)		(5	)
Long-term pension and retirement obligations		(66,858	)		(55,272	)		(57,224	)		(48,482	)
Total amount recognized in financial statements	$	(67,567	)	$	(56,210	)	$	(57,213	)	$	(48,465	)

49

Notes to Consolidated Financial Statements — (Continued)

	United States					International
	2014			2013		2014			2013
Amounts recognized in accumulated other comprehensive (gain) loss:
Net actuarial loss	$	111,337		$	93,537	$	34,683		$	24,392
Prior service cost (credit)		(47	)		4		(995	)		(798	)
Accumulated other comprehensive loss	$	111,290		$	93,541	$	33,688		$	23,594
Amounts expected to be recognized during next fiscal year:
Amortization of net actuarial loss	$	8,694		$	8,260	$	2,459		$	1,531
Amortization of prior service cost (credit)		121			237		(97	)		(82	)
Total	$	8,815		$	8,497	$	2,362		$	1,449

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

	United States						International
	2014			2013			2014			2013
Balance at beginning of year	$	93,541		$	152,732		$	23,594		$	25,230
Net (gain) loss arising during the year		26,372			(46,707	)		13,438			(642	)
Prior service cost (credit) arising during the year		186			1,668			(419	)		—
Net gain (loss) recognized during the year		(7,940	)		(13,995	)		(1,233	)		(1,406	)
Prior service (cost) credit recognized during the year		(237	)		(157	)		101			81
Settlement loss		(632	)		—			—			—
Exchange rate effect during the year		—			—			(1,793	)		331
Balance at end of year	$	111,290		$	93,541		$	33,688		$	23,594

Information regarding the accumulated benefit obligation is as follows:

	United States				International
	2014		2013		2014		2013
For all plans:
Accumulated benefit obligation	$	336,464	$	291,310	$	75,305	$	67,647
For plans with benefit obligations in excess of plan assets:
Projected benefit obligation		345,479		299,716		87,128		71,788
Accumulated benefit obligation		336,464		291,310		73,135		59,589
Fair value of plan assets		277,912		243,506		37,415		29,000

50

Notes to Consolidated Financial Statements — (Continued)

Net pension benefit costs include the following components:

	United States									International
	2014			2013			2012			2014			2013			2012
Service cost	$	8,071		$	8,896		$	7,488		$	2,597		$	2,098		$	1,504
Interest cost		13,921			12,314			12,137			3,185			2,872			3,002
Expected return on plan assets		(17,297	)		(15,241	)		(14,901	)		(1,772	)		(1,512	)		(1,547	)
Amortization of prior service cost (credit)		237			157			342			(101	)		(81	)		(97	)
Amortization of net actuarial (gain) loss		7,940			13,995			11,672			1,233			1,406			564
Settlement loss		632			—			682			—			—			—
Total benefit cost	$	13,504		$	20,121		$	17,420		$	5,142		$	4,783		$	3,426

Net periodic pension cost for 2014 included a settlement loss of $632 due to a lump sum retirement payment. Net periodic pension cost for 2012 included a settlement loss of $682, due to a plan termination.

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

	United States									International
	2014			2013			2012			2014			2013			2012
Assumptions used to determine benefit obligations at October 31:
Discount rate		4.29	%		4.75	%		3.85	%		2.94	%		3.72	%		3.52	%
Rate of compensation increase		3.49			3.30			3.30			3.19			3.18			3.13
Assumptions used to determine net benefit costs for the years ended October 31:
Discount rate		4.75			3.85			4.46			3.72			3.52			4.43
Expected return on plan assets		7.24			7.24			7.75			4.60			4.43			4.85
Rate of compensation increase		3.30			3.30			3.20			3.18			3.13			3.16

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

The discount rate reflects the current rate at which pension liabilities could be effectively settled at the end of the year. The discount rate used considers a yield derived from matching projected pension payments with maturities of a portfolio of available bonds that receive the highest rating given from a recognized investments ratings agency. The decrease in the discount rate in 2014 and increase in 2013 are due to changes in yields for these types of investments as a result of the economic environment.

In determining the expected return on plan assets, we consider both historical performance and an estimate of future long-term rates of return on assets similar to those in our plans. We consult with and consider the opinions of financial and other professionals in developing appropriate return assumptions. The rate of compensation increase is based on managements’ estimates using historical experience and expected increases in rates.

The measurement of domestic pension plans’ projected benefit obligations included the effects of adopting the Society of Actuaries’ release of final RP2014 / MP2014 mortality tables. The adoption of these new tables resulted in an increase of $28,554 to our domestic pension plans’ projected benefit obligations.

51

Notes to Consolidated Financial Statements — (Continued)

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

	United States						International
	1% Point Increase			1% Point Decrease			1% Point Increase			1% Point Decrease
Discount rate:
Effect on total service and interest cost components in 2014	$	(4,527	)	$	5,514		$	(1,235	)	$	1,561
Effect on pension obligation as of October 31, 2014	$	(44,353	)	$	55,900		$	(15,756	)	$	19,996
Expected return on assets:
Effect on total service and interest cost components in 2014	$	(2,582	)	$	2,582		$	(375	)	$	375
Compensation increase:
Effect on total service and interest cost components in 2014	$	4,257		$	(2,490	)	$	934		$	(1,088	)
Effect on pension obligation as of October 31, 2014	$	21,915		$	(12,788	)	$	7,729		$	(6,999	)

The allocation of pension plan assets as of October 31, 2014 and 2013 is as follows:

	United States				International
	2014		2013		2014		2013
Asset Category
Equity securities		23  %		27  %		—  %		—  %
Debt securities		29		29		—		—
Insurance contracts		—		—		58		60
Pooled investment funds		47		43		42		39
Other		1		1		—		1
Total		100  %		100  %		100  %		100  %

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

Our United States plans comprise 88 percent of the worldwide pension assets. In general, the investment strategies focus on asset class diversification, liquidity to meet benefit payments and an appropriate balance of long-term investment return and risk. Target ranges for asset allocations are determined by dynamically matching the actuarial projections of the plans’ future liabilities and benefit payments with expected long-term rates of return on the assets, taking into account investment return volatility and correlations across asset classes. The current target in “return-seeking assets” is 45 percent and 55 percent in fixed income. Plan assets are diversified across several investment managers and are invested in liquid funds that are selected to track broad market indices. Investment risk is carefully controlled with plan assets rebalanced to target allocations on a periodic basis and continual monitoring of investment managers’ performance relative to the investment guidelines established with each investment manager.

Our international plans comprise 12 percent of the worldwide pension assets. Asset allocations are developed on a country-specific basis. Our investment strategy is to cover pension obligations with insurance contracts or to employ independent managers to invest the assets.

52

Notes to Consolidated Financial Statements — (Continued)

The fair values of our pension plan assets at October 31, 2014 by asset category are in the table below:

	United States								International
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Cash	$	1,617	$	1,617	$	—	$	—	$	8	$	8	$	—	$	—
Money market funds		2,820		2,820		—		—		—		—		—		—
Equity securities:
Basic materials		3,224		3,224		—		—		—		—		—		—
Consumer goods		5,114		5,114		—		—		—		—		—		—
Financial		8,036		8,036		—		—		—		—		—		—
Healthcare		4,372		4,372		—		—		—		—		—		—
Industrial goods		3,527		3,527		—		—		—		—		—		—
Technology		4,226		4,226		—		—		—		—		—		—
Utilities		1,084		1,084		—		—		—		—		—		—
Mutual funds		31,255		31,255		—		—		—		—		—		—
Fixed income securities:
U.S. Government		26,447		7,877		18,570		—		—		—		—		—
Corporate		50,720		—		50,720		—		—		—		—		—
Other		2,486		—		2,486		—		—		—		—		—
Other types of investments:
Insurance contracts		—		—		—		—		23,174		—		—		23,174
Real estate collective funds		16,495		—		—		16,495		—		—		—		—
Pooled investment funds		115,877		—		115,877		—		16,436		—		16,436		—
Other		612		612		—		—		—		—		—		—
	$	277,912	$	73,764	$	187,653	$	16,495	$	39,618	$	8	$	16,436	$	23,174

53

Notes to Consolidated Financial Statements — (Continued)

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

	United States								International
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Cash	$	2,811	$	2,811	$	—	$	—	$	321	$	321	$	—	$	—
Money market funds		2,783		2,783		—		—		—		—		—		—
Equity securities:
Basic materials		3,834		3,834		—		—		—		—		—		—
Consumer goods		4,958		4,958		—		—		—		—		—		—
Financial		7,825		7,825		—		—		—		—		—		—
Healthcare		4,109		4,109		—		—		—		—		—		—
Industrial goods		3,255		3,255		—		—		—		—		—		—
Technology		4,159		4,159		—		—		—		—		—		—
Utilities		988		988		—		—		—		—		—		—
Mutual funds		32,617		32,617		—		—		—		—		—		—
Fixed income securities:
U.S. Government		26,892		10,715		16,177		—		—		—		—		—
Corporate		43,367		—		43,367		—		—		—		—		—
Other		1,356		—		1,356		—		—		—		—		—
Other types of investments:
Insurance contracts		—		—		—		—		22,093		—		—		22,093
Real estate collective funds		14,958		—		—		14,958		—		—		—		—
Pooled investment funds		88,973		—		88,973		—		14,664		—		14,664		—
Other		621		621		—		—		—		—		—		—
	$	243,506	$	78,675	$	149,873	$	14,958	$	37,078	$	321	$	14,664	$	22,093

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

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

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

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

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

• Insurance contracts — Insurance contracts are investments with various insurance companies. The contract value represents the best estimate of fair value. These contracts do not hold any specific assets. These investments are classified as Level 3.

54

Notes to Consolidated Financial Statements — (Continued)

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

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

The following tables present an analysis of changes during the years ended October 31, 2014 and 2013 in Level 3 plan assets, by plan asset class, for U.S. and International pension plans using significant unobservable inputs to measure fair value:

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Real estate collective funds			Insurance contracts			Total
Beginning balance at October 31, 2013	$	14,958		$	22,093		$	37,051
Actual return on plan assets:
Assets held, end of year		1,667			771			2,438
Assets sold during the period		25			—			25
Purchases		—			2,816			2,816
Sales		(155	)		(1,529	)		(1,684	)
Foreign currency translation		—			(977	)		(977	)
Ending balance at October 31, 2014	$	16,495		$	23,174		$	39,669
	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Real estate collective funds			Insurance contracts			Total
Beginning balance at October 31, 2012	$	13,110		$	19,046		$	32,156
Actual return on plan assets:
Assets held, end of year		1,970			1,025			2,995
Assets sold during the period		13			—			13
Purchases		—			4,242			4,242
Sales		(135	)		(2,093	)		(2,228	)
Foreign currency translation		—			(127	)		(127	)
Ending balance at October 31, 2013	$	14,958		$	22,093		$	37,051

Contributions to pension plans in 2015 are estimated to be approximately $26,000.

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

Year	United States		International
2015	$	10,922	$	4,833
2016		11,637		2,300
2017		12,721		2,166
2018		13,661		2,984
2019		14,853		5,014
2020-2024		92,418		17,392

55

Notes to Consolidated Financial Statements — (Continued)

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

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

	United States						International
	2014			2013			2014			2013
Change in benefit obligation:
Benefit obligation at beginning of year	$	61,004		$	71,228		$	768		$	851
Service cost		1,037			1,145			28			35
Interest cost		3,062			2,598			38			38
Participant contributions		431			600			—			—
Foreign currency exchange rate change		—			—			(63	)		(34	)
Actuarial (gain) loss		6,015			(11,619	)		130			(118	)
Benefits paid		(2,070	)		(2,948	)		(4	)		(4	)
Benefit obligation at end of year	$	69,479		$	61,004		$	897		$	768
Change in plan assets:
Beginning fair value of plan assets	$	—		$	—		$	—		$	—
Company contributions		1,639			2,348			4			4
Participant contributions		431			600			—			—
Benefits paid		(2,070	)		(2,948	)		(4	)		(4	)
Ending fair value of plan assets	$	—		$	—		$	—		$	—
Funded status at end of year	$	(69,479	)	$	(61,004	)	$	(897	)	$	(768	)
Amounts recognized in financial statements:
Accrued benefit liability	$	(2,069	)	$	(1,974	)	$	(7	)	$	(4	)
Long-term postretirement obligations		(67,410	)		(59,030	)		(890	)		(764	)
Total amount recognized in financial statements	$	(69,479	)	$	(61,004	)	$	(897	)	$	(768	)

	United States						International
	2014			2013			2014			2013
Amounts recognized in accumulated other comprehensive (gain) loss:
Net actuarial (gain) loss	$	22,434		$	17,854		$	(86	)	$	(243	)
Prior service cost (credit)		(1,012	)		(1,461	)		—			—
Accumulated other comprehensive (gain) loss	$	21,422		$	16,393		$	(86	)	$	(243	)
Amounts expected to be recognized during next fiscal year:
Amortization of net actuarial (gain) loss	$	1,187		$	1,139		$	—		$	(14	)
Amortization of prior service cost (credit)		(438	)		(449	)		—			—
Total	$	749		$	690		$	—		$	(14	)

56

Notes to Consolidated Financial Statements — (Continued)

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

	United States						International
	2014			2013			2014			2013
Balance at beginning of year	$	16,393		$	29,651		$	(243	)	$	(138	)
Net (gain) loss arising during the year		6,015			(11,619	)		130			(117	)
Net gain (loss) recognized during the year		(1,435	)		(2,112	)		13			4
Prior service credit (cost) recognized during the year		449			473			—			—
Exchange rate effect during the year		—			—			14			8
Balance at end of year	$	21,422		$	16,393		$	(86	)	$	(243	)

Net postretirement benefit costs include the following components:

	United States									International
	2014			2013			2012			2014			2013			2012
Service cost	$	1,037		$	1,145		$	1,183		$	28		$	35		$	28
Interest cost		3,062			2,598			2,759			38			38			41
Amortization of prior service cost (credit)		(449	)		(473	)		(584	)		—			—			—
Amortization of net actuarial (gain) loss		1,435			2,112			1,789			(13	)		(4	)		(14	)
Total benefit cost	$	5,085		$	5,382		$	5,147		$	53		$	69		$	55

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

	United States									International
	2014			2013			2012			2014			2013			2012
Assumptions used to determine benefit obligations at October 31:
Discount rate		4.40	%		4.80	%		3.85	%		4.25	%		4.95	%		4.40	%
Health care cost trend rate		3.93			4.12			4.90			6.48			6.65			6.83
Rate to which health care cost trend rate is assumed to decline (ultimate trend rate)		3.41			3.47			3.60			3.50			3.50			3.50
Year the rate reaches the ultimate trend rate		2024			2021			2017			2031			2031			2031
Assumption used to determine net benefit costs for the years ended October 31:
Discount rate		4.80	%		3.85	%		4.50	%		4.95	%		4.40	%		5.85	%

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

The measurement of domestic other post employment benefit (OPEB) plan’s projected benefit obligation included the effect of adopting the Society of Actuaries’ release of final RP2014 / MP2014 mortality tables. The adoption of these new tables resulted in an increase of $4,878 to our domestic OPEB plan’s projected benefit obligation.

57

Notes to Consolidated Financial Statements — (Continued)

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

	United States						International
	1% Point Increase			1% Point Decrease			1% Point Increase			1% Point Decrease
Discount rate:
Effect on total service and interest cost components in 2014	$	(770	)	$	938		$	(7	)	$	6
Effect on postretirement obligation as of October 31, 2014	$	(9,992	)	$	12,790		$	(173	)	$	229
Health care trend rate:
Effect on total service and interest cost components in 2014	$	589		$	(479	)	$	14		$	(14	)
Effect on postretirement obligation as of October 31, 2014	$	11,302		$	(9,001	)	$	174		$	(208	)

Contributions to postretirement plans in 2015 are estimated to be approximately $2,100.

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

Year	United States		International
2015	$	2,069	$	7
2016		2,242		8
2017		2,420		9
2018		2,614		12
2019		2,743		13
2020-2024		16,609		107

Note 7 — Income taxes

Income tax expense includes the following:

	2014			2013			2012
Current:
U.S. federal	$	52,985		$	45,004		$	51,458
State and local		1,900			2,351			1,378
Foreign		47,366			36,829			38,760
Total current		102,251			84,184			91,596
Deferred:
U.S. federal		8,695			8,361			7,204
State and local		(1,635	)		(991	)		782
Foreign		(3,571	)		(2,248	)		1,842
Total deferred		3,489			5,122			9,828
	$	105,740		$	89,306		$	101,424

Earnings before income taxes of domestic operations, which are calculated after intercompany profit eliminations, were $184,894, $164,702 and $177,035 in 2014, 2013 and 2012, respectively.

Income tax expense in 2013 included a benefit of $900 for the reduction of unrecognized tax benefits primarily related to expiration of certain foreign statutes of limitations. On January 2, 2013, the American Taxpayer Relief Act of 2012 was enacted which retroactively reinstated and extended the Federal Research and Development Tax

58

Notes to Consolidated Financial Statements — (Continued)

Credit (Federal R&D Tax Credit) from January 1, 2012 to December 31, 2013 and extended certain other tax provisions. As a result, our income tax provision for 2013 included a discrete tax benefit of $1,700 related to 2012.

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

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

	2014			2013			2012
Statutory federal income tax rate		35.00	%		35.00	%		35.00	%
Domestic Production Deduction		(1.74	)		(1.71	)		(1.82	)
Foreign tax rate variances, net of foreign tax credits		(3.42	)		(3.39	)		(2.31	)
State and local taxes, net of federal income tax benefit		0.05			0.28			0.43
Amounts related to prior years		(0.24	)		(1.00	)		(0.31	)
Other — net		0.35			(0.48	)		0.10
Effective tax rate		30.00	%		28.70	%		31.09	%

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

Earnings before income taxes of international operations, which are calculated before intercompany profit elimination entries, were $167,619, $146,421 and $149,218 in 2014, 2013 and 2012, respectively. Deferred income taxes are not provided on undistributed earnings of international subsidiaries that are intended to be permanently invested in their operations. These undistributed earnings aggregated approximately $622,914 and $510,842 at October 31, 2014 and 2013, respectively. Should these earnings be distributed, applicable foreign tax credits would substantially offset taxes due upon the distribution. It is not practical to estimate the amount of additional taxes that might be payable on such undistributed earnings.

At October 31, 2014 and 2013, total unrecognized tax benefits were $5,812 and $5,717, respectively. The amounts that, if recognized, would impact the effective tax rate were $5,175 and $5,178 at October 31, 2014 and 2013, respectively. The increase in unrecognized tax benefits in 2013 as compared to prior year relates primarily to foreign positions and, if recognized, a substantial portion of the gross unrecognized tax benefits would be offset against assets currently recorded in the Consolidated Balance Sheet. A reconciliation of the beginning and ending amount of unrecognized tax benefits for 2014, 2013 and 2012 is as follows:

	2014			2013			2012
Balance at beginning of year	$	5,717		$	3,140		$	2,576
Additions based on tax positions related to the current year		196			703			148
Additions for tax positions of prior years		319			3,261			896
Reductions for tax positions of prior years		—			(317	)		—
Settlements		(110	)		—			—
Lapse of statute of limitations		(310	)		(1,070	)		(480	)
Balance at end of year	$	5,812		$	5,717		$	3,140

At October 31, 2014 and 2013, we had accrued interest and penalty expense related to unrecognized tax benefits of $2,025 and $1,085, respectively. We include interest accrued related to unrecognized tax benefits in interest expense. Penalties, if incurred, would be recognized as other income (expense).

We are subject to United States Federal income tax as well as income taxes in numerous state and foreign jurisdictions. We are subject to examination in the U.S. by the Internal Revenue Service (IRS) for the 2012, 2013 and 2014 tax years; tax years prior to the 2012 year are closed to further examination by the IRS. Generally, major state and foreign jurisdiction tax years remain open to examination for tax years after 2008. Within the

59

Notes to Consolidated Financial Statements — (Continued)

next twelve months, it is reasonably possible that certain statute of limitations periods would expire, which could result in a minimal decrease in our unrecognized tax benefits.

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

	2014			2013
Deferred tax assets:
Employee benefits	$	79,669		$	66,148
Other accruals not currently deductible for taxes		17,379			16,984
Tax credit and loss carryforwards		16,531			13,077
Inventory adjustments		5,276			4,998
Translation of foreign currency accounts		154			384
Total deferred tax assets		119,009			101,591
Valuation allowance		(7,672	)		(5,663	)
Total deferred tax assets		111,337			95,928
Deferred tax liabilities:
Depreciation and amortization		163,107			146,500
Other — net		—			51
Total deferred tax liabilities		163,107			146,551
Net deferred tax liabilities	$	(51,770	)	$	(50,623	)

At October 31, 2014, we had $4,161 of tax credit carryforwards of which $161 will expire in 2015 through 2017, and $4,000 of which has an indefinite carryforward period. We also had $19,535 Federal, $50,343 state and $13,213 foreign operating loss carryforwards, of which $70,084 will expire in 2015 through 2033, and $13,007 of which has an indefinite carryforward period. The net change in the valuation allowance was an increase of $2,009 in 2014 and an increase of $617 in 2013. The valuation allowance of $7,672 at October 31, 2014, related primarily to tax credits and loss carryforwards that may expire before being realized. We continue to assess the need for valuation allowances against deferred tax assets based on determinations of whether it is more likely than not that deferred tax benefits will be realized.

Note 8 — Notes payable

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

	2014			2013
Maximum borrowings under bank lines of credit:
Domestic banks	$	100,000		$	—
Foreign banks		48,619			83,191
Total	$	148,619		$	83,191
Outstanding notes payable:
Domestic bank debt	$	100,000		$	—
Foreign bank debt		6,181			3,604
Total	$	106,181		$	3,604
Weighted-average interest rate on notes payable		1.0	%		2.0	%
Unused bank lines of credit	$	42,438		$	79,587

In 2014, we entered into a 364-day, $100,000 unsecured credit facility with PNC Bank. We borrowed $100,000 under this facility to partially fund the Avalon acquisition.

60

Notes to Consolidated Financial Statements — (Continued)

Note 9 — Long-term debt

A summary of long-term debt is as follows:

	2014		2013
Revolving credit agreement, due 2017	$	375,242	$	254,000
Senior notes, due 2017-2025		200,000		200,000
Euro loan, due 2016		63,244		129,058
Private shelf facility, due 2012-2020		53,333		63,889
Development loans, due 2011-2026		1,586		1,702
Other		214		341
		693,619		648,990
Less current maturities		10,751		10,832
Long-term maturities	$	682,868	$	638,158

Revolving credit agreement — This $500,000 unsecured multi-currency revolving credit agreement is with a group of banks and expires in December 2016. Payment of quarterly commitment fees is required. The weighted average interest rate for borrowings under this agreement was 1.08 percent at October 31, 2014.

Senior notes, due 2017-2025 —These fixed-rate notes entered into in 2012 with a group of insurance companies had an original weighted-average life of 8.78 years at the time of issuance. The weighted-average interest rate at October 31, 2014 was 2.93 percent.

Euro loan, due 2016 — This loan was entered into in 2013 with The Bank of Tokyo-Mitsubishi UFJ, Ltd. It can be extended by one year at the end of the third and fourth anniversaries. The interest rate is variable based upon the EUR LIBOR rate. The weighted average interest rate at October 31, 2014 was 0.95 percent.

Private shelf facility — In 2011, we entered into a $150,000 three-year Private Shelf Note agreement with New York Life Investment Management LLC (NYLIM). The amount of the facility was increased to $175,000 in 2013. Borrowings under the agreement may be up to 12 years, with an average life of up to 10 years, and are unsecured. The interest rate on each borrowing can be fixed or floating and is based upon the market rate at the borrowing date. At October 31, 2014, the amount outstanding under this facility was at a fixed rate of 2.21 percent.

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

Annual maturities — The annual maturities of long-term debt for the five years subsequent to October 31, 2014, are as follows: $10,751 in 2015; $74,041 in 2016; and $413,343 in 2017; $26,587 in 2018 and $21,591 in 2019.

61

Notes to Consolidated Financial Statements — (Continued)

Note 10 — Leases

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

Rent expense for all operating leases was approximately $15,135, $14,835 and $13,822 in 2014, 2013 and 2012, respectively.

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

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

	2014			2013
Transportation equipment	$	15,524		$	16,261
Other		12,191			10,577
Total capitalized leases		27,715			26,838
Accumulated amortization		(11,139	)		(10,805	)
Net capitalized leases	$	16,576		$	16,033

At October 31, 2014, future minimum lease payments under non-cancelable capitalized and operating leases are as follows:

	Capitalized Leases		Operating Leases
Year:
2015	$	6,866	$	12,189
2016		4,957		7,192
2017		2,340		5,808
2018		993		4,179
2019		635		3,773
Later years		6,476		10,410
Total minimum lease payments		22,267	$	43,551
Less amount representing executory costs		1,993
Net minimum lease payments		20,274
Less amount representing interest		4,148
Present value of net minimum lease payments		16,126
Less current portion		5,108
Long-term obligations at October 31, 2014	$	11,018

62

Notes to Consolidated Financial Statements — (Continued)

Note 11 — Fair value measurements

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

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

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

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

The following table presents the classification of our assets and liabilities measured at fair value on a recurring basis at October 31, 2014:

	Total		Level 1		Level 2		Level 3
Assets:
Foreign currency forward contracts(a)	$	9,934	$	—	$	9,934	$	—
Total assets at fair value	$	9,934	$	—	$	9,934	$	—
Liabilities:
Deferred compensation plans(b)	$	8,884	$	8,884	$	—	$	—
Foreign currency forward contracts(a)		8,424		—		8,424		—
Total liabilities at fair value	$	17,308	$	8,884	$	8,424	$	—

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

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

Fair value disclosures related to goodwill and indefinite-lived intangible assets are disclosed in Note 5.

Note 12 — Financial instruments

We operate internationally and enter into intercompany transactions denominated in foreign currencies. Consequently, we are subject to market risk arising from exchange rate movements between the dates foreign currency transactions occur and the dates they are settled. We regularly use foreign currency forward contracts to reduce our risks related to most of these transactions. These contracts usually have maturities of 90 days or less and generally require us to exchange foreign currencies for U.S. dollars at maturity, at rates stated in the contracts. These contracts are not designated as hedging instruments under U.S. GAAP. Accordingly, the changes in the fair value of the foreign currency forward contracts are recognized in each accounting period in “other – net” on the Consolidated Statement of Income together with the transaction gain or loss from the related balance sheet position. In 2014, we recognized net losses of $826 on foreign currency forward contracts and net gains of $348 from the change in fair value of balance sheet positions. In 2013, we recognized net gains of $1,437 on foreign currency forward contracts and net losses of $3,651 from the change in fair value of balance sheet positions. In 2012, we recognized net gains of $294 on foreign currency forward contracts and net losses of $1,310 from the change in fair value of balance sheet positions.

63

Notes to Consolidated Financial Statements — (Continued)

The following table summarizes, by currency, the contracts outstanding at October 31, 2014 and 2013:

	Sell				Buy
	Notional Amounts		Fair Market Value		Notional Amounts		Fair Market Value
October 31, 2014 contract amounts:
Euro	$	424,624	$	407,422	$	344,461	$	330,957
Pound sterling		86,654		85,632		141,638		140,065
Japanese yen		21,057		19,780		17,477		16,498
Australian dollar		216		220		9,012		8,618
Hong Kong dollar		52,278		52,247		117,040		116,978
Singapore dollar		—		—		10,984		10,693
Others		2,627		2,573		28,409		27,236
Total	$	587,456	$	567,874	$	669,021	$	651,045
October 31, 2013 contract amounts:
Euro	$	194,531	$	194,187	$	131,198	$	131,825
Pound sterling		17,854		17,856		29,441		29,950
Japanese yen		11,426		11,404		8,686		8,672
Australian dollar		894		899		8,653		8,986
Hong Kong dollar		1,935		1,935		42,140		42,132
Singapore dollar		201		201		9,815		10,065
Others		5,768		5,745		24,227		24,503
Total	$	232,609	$	232,227	$	254,160	$	256,133

We also use intercompany foreign currency transactions of a long-term investment nature to hedge the value of investment in wholly-owned subsidiaries. For hedges of the net investment in foreign operations, realized and unrealized gains and losses are shown in the cumulative translation adjustment account included in total comprehensive income. For 2014 and 2013, net gains of $318 and $699, respectively, were included in the cumulative translation adjustment account related to foreign denominated fixed-rate debt designated as a hedge of net investment in foreign operations.

We are exposed to credit-related losses in the event of nonperformance by counterparties to financial instruments. These financial instruments include cash deposits and foreign currency forward contracts. We periodically monitor the credit ratings of these counterparties in order to minimize our exposure. Our customers represent a wide variety of industries and geographic regions. As of October 31, 2014, there were no significant concentrations of credit risk.

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

	2014				2013
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash and cash equivalents	$	42,314	$	42,314	$	42,375	$	42,375
Notes payable		106,181		106,181		3,604		3,604
Long-term debt (including current portion)		693,619		696,140		648,990		636,904
Foreign currency forward contracts (net)		1,510		1,510		2,313		2,313

64

Notes to Consolidated Financial Statements — (Continued)

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

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

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

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

Note 13 — Capital shares

Preferred — We have authorized 10,000 Series A convertible preferred shares without par value. No preferred shares were outstanding in 2014, 2013 or 2012.

Common — We have 160,000 authorized common shares without par value. At October 31, 2014 and 2013, there were 98,023 common shares issued. At October 31, 2014 and 2013, the number of outstanding common shares, net of treasury shares, was 62,435 and 64,218, respectively.

Common shares repurchased as part of publicly announced programs during 2014, 2013 and 2012 were as follows:

Year	Number of Shares		Total Amount		Average per Share
2014		2,224	$	163,584	$	73.55
2013		459	$	30,443	$	66.29
2012		1,831	$	86,022	$	46.98

Note 14 — Stock-based compensation

During the 2013 Annual Meeting of Shareholders, our shareholders approved the 2012 Stock Incentive and Award Plan (the “2012 Plan”). The 2012 Plan provides for the granting of stock options, stock appreciation rights, restricted stock, performance shares, stock purchase rights, stock equivalent units, cash awards and other stock or performance-based incentives. A maximum of 2,900 common shares is available for grant under the Plan.

Stock options — Nonqualified or incentive stock options may be granted to our employees and directors. Generally, options granted to employees may be exercised beginning one year from the date of grant at a rate not exceeding 25 percent per year and expire 10 years from the date of grant. Vesting accelerates upon the occurrence of events that involve or may result in a change of control. For grants made prior to November 2012, vesting ceases upon retirement, death and disability, and unvested shares are forfeited. For grants made in or after November 2012, in the event of termination of employment due to early retirement or normal retirement at age 65, options granted within 12 months prior to termination are forfeited, and vesting continues post retirement for all other unvested options granted. In the event of disability or death, all unvested stock options fully vest. Termination for any other reason results in forfeiture of unvested options and vested options in certain circumstances. The amortized cost of options is accelerated if the retirement eligibility date occurs before the normal vesting date. Option exercises are satisfied through the issuance of treasury shares on a first-in, first-out basis. We recognized compensation expense related to stock options of $10,251, $4,906 and $3,789 for 2014, 2013 and 2012, respectively. The increase in the 2014 expense was primarily related to accelerated amortization of the cost of options.

65

Notes to Consolidated Financial Statements — (Continued)

The following table summarizes activity related to stock options during 2014:

	Number of Options			Weighted-Average Exercise Price Per Share		Aggregate Intrinsic Value		Weighted- Average Remaining Term
Outstanding at October 31, 2013		1,749		$	34.63
Granted		277		$	71.75
Exercised		(314	)	$	22.35
Forfeited or expired		(26	)	$	51.57
Outstanding at October 31, 2014		1,686		$	42.77	$	56,957		6.0 years
Vested at October 31, 2014 or expected to vest		1,673		$	42.58	$	56,841		6.0 years
Exercisable at October 31, 2014		955		$	30.86	$	43,626		4.6 years

Summarized information on currently outstanding options follows:

	Range of Exercise Price
	$14 — $28		$29 — $44		$45 — $73
Number outstanding		610		543		533
Weighted-average remaining contractual life, in years		3.5		6.4		8.6
Weighted-average exercise price	$	22.54	$	41.90	$	66.78
Number exercisable		578		318		59
Weighted-average exercise price	$	22.28	$	40.71	$	61.62

As of October 31, 2014, there was $6,741 of total unrecognized compensation cost related to nonvested stock options. That cost is expected to be amortized over a weighted average period of approximately 1.4 years.

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

	2014	2013	2012
Expected volatility	40.1%-44.7%	45.3%-46.9%	45.4%-46.9%
Expected dividend yield	0.98%-1.03%	0.97%-1.01%	1.20%
Risk-free interest rate	1.51%-1.79%	0.75%-0.90%	1.03%-1.23%
Expected life of the option (in years)	5.4-6.1	5.4-6.1	5.4-6.1

The weighted-average expected volatility used to value options granted in 2014, 2013 and 2012 was 44.5 percent, 46.3 percent and 46.2 percent, respectively.

66

Notes to Consolidated Financial Statements — (Continued)

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

The weighted average grant date fair value of stock options granted during 2014, 2013 and 2012 was $27.92, $24.12 and $17.03, respectively.

The total intrinsic value of options exercised during 2014, 2013 and 2012 was $17,223, $12,892 and $13,329, respectively.

Cash received from the exercise of stock options for 2014, 2013 and 2012 was $7,013, $6,018 and $4,934, respectively. The tax benefit realized from tax deductions from exercises for 2014, 2013 and 2012 was $6,385, $5,531 and $4,792, respectively.

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

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

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

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

The following table summarizes activity related to restricted shares during 2014:

	Number of Shares			Weighted-Average Grant Date Fair Value Per Share
Restricted at October 31, 2013		82		$	52.67
Granted		28		$	73.56
Vested		(39	)	$	48.13
Restricted at October 31, 2014		71		$	63.53

As of October 31, 2014, there was $2,074 of unrecognized compensation cost related to restricted shares. The cost is expected to be amortized over a weighted average period of 1.7 years. The amount charged to expense related to restricted shares was $1,784, $2,464 and $1,724 in 2014, 2013 and 2012, respectively. These amounts included common share dividends $52, 57, and $53 in 2014, 2013 and 2012, respectively.

The following table summarizes activity related to restricted share units in 2014:

	Number of Units			Weighted-Average Grant Date Fair Value
Restricted share units at October 31, 2013		12		$	51.79
Granted		12		$	71.82
Vested		(19	)	$	62.07
Restricted share units at October 31, 2014		5		$	61.59

67

Notes to Consolidated Financial Statements — (Continued)

As of October 31, 2014, there was no remaining expense to be recognized related to outstanding restricted share units. The amount charged to expense related to restricted share units during 2014, 2013 and 2012 was $890, $598 and $370, respectively.

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

The following table summarizes activity related to director deferred compensation share equivalent units during 2014:

	Number of Shares			Weighted-Average Grant Date Fair Value Per Share
Outstanding at October 31, 2013		148		$	23.22
Restricted stock units vested		13		$	57.43
Dividend equivalents		1		$	76.49
Distributions		(52	)	$	19.20
Outstanding at October 31, 2014		110		$	29.74

The amount charged to expense related to director deferred compensation was $101, $183 and $265 in 2014, 2013 and 2012, respectively.

Performance share incentive awards — Executive officers and selected other key employees are eligible to receive common share-based incentive awards. Payouts, in the form of unrestricted common shares, vary based on the degree to which corporate financial performance exceeds predetermined threshold, target and maximum performance levels over three-year performance periods. No payout will occur unless certain threshold performance measures are exceeded.

The amount of compensation expense is based upon current performance projections for each three-year period and the percentage of the requisite service that has been rendered. The calculations are also based upon the grant date fair value determined using the closing market price of our common shares at the grant date, reduced by the implied value of dividends not to be paid. This value was $69.25 per share for 2014, $59.59 per share for 2013 and $42.12 per share for 2012. The amounts charged to expense for executive officers and selected other key employees in 2014, 2013 and 2012 were $4,304, $3,588 and $4,235, respectively. The cumulative amount recorded in shareholders’ equity at October 31, 2014, and 2013 was $7,570 and $8,083, respectively.

Deferred compensation — Our executive officers and other highly compensated employees may elect to defer up to 100 percent of their base pay and cash incentive compensation and, for executive officers, up to 90 percent of their performance share-based incentive payout each year. Additional share units are credited for quarterly dividends paid on our common shares. Expense related to dividends paid under this plan was $129, $79 and $35 for 2014, 2013 and 2012, respectively.

Shares reserved for future issuance — At October 31, 2014, there were 2,430 of common shares reserved for future issuance through the exercise of outstanding options or rights.

68

Notes to Consolidated Financial Statements — (Continued)

Note 15 — Operating segments and geographic area data

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

No single customer accounted for 10 percent or more of sales in 2014, 2013 or 2012.

The following table presents information about our reportable segments:

	Adhesive Dispensing Systems			Advanced Technology Systems			Industrial Coating Systems			Corporate			Total
Year ended October 31, 2014
Net external sales	$	899,696		$	561,784		$	242,541		$	—		$	1,704,021
Depreciation		15,467			10,433			3,368			5,178			34,446
Operating profit (loss)		229,556	(a)		140,240	(b)		38,117	(e)		(40,808	)		367,105
Identifiable assets(c)		747,063			919,052			130,624			495,676	(d)		2,292,415
Expenditures for long-lived assets		15,886			15,163			4,057			8,468			43,574
Year ended October 31, 2013
Net external sales	$	793,488		$	516,266		$	233,167		$	—		$	1,542,921
Depreciation		15,326			9,180			3,084			4,176			31,766
Operating profit (loss)		203,757	(a)		123,403	(b)		33,786			(37,097	)		323,849
Identifiable assets(c)		750,616			721,524			113,835			467,809	(d)		2,053,784
Expenditures for long-lived assets		20,498			10,080			6,239			10,402			47,219
Year ended October 31, 2012
Net external sales	$	684,096		$	515,992		$	209,490		$	—		$	1,409,578
Depreciation		9,540			8,711			2,704			3,514			24,469
Operating profit (loss)		211,072	(a)		134,074			25,933	(e)		(35,599	)		335,480
Identifiable assets(c)		611,357			718,354			110,982			395,331	(d)		1,836,024
Expenditures for long-lived assets		14,612			6,871			4,602			4,874			30,959

(a) Includes $1,731 and $315 of severance and restructuring costs in 2014 and 2013, respectively. Includes $3,862 of cost of goods sold — restructuring and severance and restructuring costs in 2012.

(b) Includes $579 and $811 of severance and restructuring costs 2014 and 2013, respectively.

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

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

(e) Includes $241 and $690 of severance and restructuring costs in 2014 and 2012, respectively.

69

Notes to Consolidated Financial Statements — (Continued)

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

	2014		2013		2012
Net external sales
United States	$	503,776	$	465,789	$	388,904
Americas		120,993		123,654		109,074
Europe		494,538		416,725		381,005
Japan		127,057		127,945		127,509
Asia Pacific		457,657		408,808		403,086
Total net external sales	$	1,704,021	$	1,542,921	$	1,409,578
Long-lived assets
United States	$	159,946	$	136,551	$	127,486
Americas		2,451		4,154		3,180
Europe		21,039		22,576		14,896
Japan		5,967		4,384		3,431
Asia Pacific		35,036		33,314		25,938
Total long-lived assets	$	224,439	$	200,979	$	174,931

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

	2014			2013			2012
Total profit for reportable segments	$	367,105		$	323,849		$	335,480
Interest expense		(15,035	)		(14,841	)		(11,153	)
Interest and investment income		581			421			463
Other-net		(138	)		1,694			1,463
Income before income taxes	$	352,513		$	311,123		$	326,253

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

	2014			2013			2012
Total assets for reportable segments	$	2,292,415		$	2,053,784		$	1,836,024
Customer advance payments		25,578			28,341			20,894
Eliminations		(37,863	)		(28,946	)		(27,403	)
Total consolidated assets	$	2,280,130		$	2,053,179		$	1,829,515

Note 16 — Supplemental information for the statement of cash flows

	2014		2013		2012
Cash operating activities:
Interest paid	$	14,115	$	16,037	$	9,285
Income taxes paid		87,797		93,074		70,935
Non-cash investing and financing activities:
Capitalized lease obligations incurred	$	8,584	$	6,441	$	12,981
Capitalized lease obligations terminated		864		468		894
Shares acquired and issued through exercise of stock options		—		148		2,323

70

Notes to Consolidated Financial Statements — (Continued)

Note 17 — Quarterly financial data (unaudited)

	First		Second		Third		Fourth
2014:
Sales	$	359,420	$	417,461	$	458,550	$	468,590
Gross margin		194,782		235,552		257,511		257,253
Net income		34,880		61,934		77,879		72,080
Earnings per share:
Basic		0.54		0.97		1.23		1.14
Diluted		0.54		0.96		1.21		1.13
2013:
Sales	$	347,043	$	382,100	$	402,960	$	410,818
Gross margin		197,229		216,938		225,083		226,894
Net income		42,011		54,605		65,424		59,777
Earnings per share:
Basic		0.65		0.85		1.02		0.93
Diluted		0.65		0.84		1.01		0.92

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

During the fourth quarter of 2014, we recorded pre-tax severance costs of $1,273. Additionally, we recorded a pre-tax gain of $1,005 related to a property insurance settlement.

During the second quarter of 2014, we recorded pre-tax severance costs of $1,278.

During the third quarter of 2013, we recorded a pre-tax gain of $2,116 on the sale of real estate in China.

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

Note 18 — Contingencies

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

Environmental — We have voluntarily agreed with the City of New Richmond, Wisconsin and other Potentially Responsible Parties to share costs associated with the remediation of the City of New Richmond municipal landfill (the “Site”) and constructing a potable water delivery system serving the impacted area down gradient of the Site. At October 31, 2014, and 2013 our accrual for the ongoing operation, maintenance and monitoring obligation at the Site was $615 and $668, respectively. The liability for environmental remediation represents management’s best estimate of the probable and reasonably estimable undiscounted costs related to known remediation obligations. The accuracy of our estimate of environmental liability is affected by several uncertainties such as additional requirements that may be identified in connection with remedial activities, the complexity and evolution of environmental laws and regulations, and the identification of presently unknown remediation requirements. Consequently, our liability could be different than our current estimate. However, we do not expect that the costs associated with remediation will have a material adverse effect on our financial condition or results of operations.

71

Management’s Report on Internal Control Over Financial Reporting

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

Using criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (1992 framework), Nordson’s management assessed the effectiveness of our internal control over financial reporting as of October 31, 2014.

We acquired Avalon Laboratories (Avalon) and Dima Group B.V. (Dima) on August 8, 2014 and August 29, 2014, respectively. They represented 9 percent of our total assets as of October 31, 2014. As the acquisitions occurred during the last 12 months, the scope of our assessment of the effectiveness of internal control over financial reporting does not include Avalon and Dima. This exclusion is in accordance with the SEC’s general guidance that assessments of recently acquired businesses may be omitted from our scope in the year of acquisition.

Based on our assessment, management concluded that our internal control over financial reporting was effective as of October 31, 2014.

The independent registered public accounting firm, Ernst & Young LLP, has also audited the effectiveness of our internal control over financial reporting as of October 31, 2014. Their report is included herein.

/s/    MICHAEL F. HILTON	/s/    GREGORY A. THAXTON
President and Chief Executive Officer	Senior Vice President, Chief Financial Officer
December 15, 2014	December 15, 2014

72

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Nordson Corporation

We have audited Nordson Corporation’s internal control over financial reporting as of October 31, 2014, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) (the COSO criteria). Nordson Corporation’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying “Management’s Report on Internal Control Over Financial Reporting”. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

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

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

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

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Avalon Laboratories and Dima Group B.V., which are included in the 2014 consolidated financial statements of Nordson Corporation and constituted 9 percent of total assets as of October 31, 2014. Our audit of internal control over financial reporting of Nordson Corporation also did not include an evaluation of the internal control over financial reporting of the Avalon Laboratories and Dima Group B.V.

In our opinion, Nordson Corporation maintained, in all material respects, effective internal control over financial reporting as of October 31, 2014, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Nordson Corporation as of October 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended October 31, 2014 of Nordson Corporation and our report dated December 15, 2014 expressed an unqualified opinion thereon.

Cleveland, Ohio

December 15, 2014

73

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Nordson Corporation

We have audited the accompanying consolidated balance sheets of Nordson Corporation as of October 31, 2014 and 2013 and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended October 31, 2014. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Nordson Corporation at October 31, 2014 and 2013, and the consolidated results of its operations and its cash flows for each of the three years in the period ended October 31, 2014, in conformity with US generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Nordson Corporation’s internal control over financial reporting as of October 31, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) and our report dated December 15, 2014 expressed an unqualified opinion thereon.

Cleveland, Ohio

December 15, 2014

74

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

(a) Evaluation of disclosure controls and procedures. Our management, with the participation of the principal executive officer (president and chief executive officer) and the principal financial officer (senior vice president and chief financial officer), has reviewed and evaluated our disclosure controls and procedures (as defined in the Securities Exchange Act Rule 13a-15e) as of October 31, 2014. Based on that evaluation, our management, including the principal executive and financial officers, has concluded that our disclosure controls and procedures were effective as of October 31, 2014 in ensuring that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including the principal executive officer and the principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

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

(c) Changes in internal control over reporting. There were no changes in our internal controls over financial reporting that occurred during the fourth quarter of 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this Item is incorporated by reference to the captions “Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” of our definitive Proxy Statement for the 2015 Annual Meeting of Shareholders. Information regarding Audit Committee financial experts is incorporated by reference to the caption “Election of Directors” of our definitive Proxy Statement for the 2015 Annual Meeting of Shareholders.

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

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

75

Item 11. Executive Compensation

The information required by this Item is incorporated by reference to the captions “Directors Compensation for Fiscal Year 2014,” “Summary Compensation for Fiscal Year 2014,” “Grants of Plan-Based Awards for Fiscal Year 2014,” “Option Exercises and Stock Vested for Fiscal Year 2014,” “Pension Benefits for Fiscal Year 2014,” “Nonqualified Deferred Compensation for Fiscal Year 2014” and “Potential Payments Upon Termination or Change of Control” in our definitive Proxy Statement for the 2015 Annual Meeting of Shareholders.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item is incorporated by reference to the caption “Ownership of Nordson Common Shares” in our definitive Proxy Statement for the 2015 Annual Meeting of Shareholders.

Equity Compensation Table

The following table sets forth information regarding equity compensation plans in effect as of October 31, 2014:

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first reporting column)
Equity compensation plans approved by security holders		1,686	$	42.77		2,900
Equity compensation plans not approved by security holders		—		—		—
Total		1,686	$	42.77		2,900

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item is incorporated by reference to the caption “Review of Transactions with Related Persons” in our definitive Proxy Statement for the 2015 Annual Meeting of Shareholders.

Item 14. Principal Accountant Fees and Services

The information required by this Item is incorporated by reference to the caption “Fees Paid to Ernst and Young LLP” in our definitive Proxy Statement for the 2015 Annual Meeting of Shareholders.

76

PART IV

Item 15. Exhibits and Financial Statement Schedule

The following are filed as part of this report:

(a) 1. Financial Statements

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

Consolidated Statements of Income for each of the three years in the period ending October 31, 2014

Consolidated Statements of Comprehensive Income for each of the three years in the period ending October 31, 2014

Consolidated Balance Sheets as of October 31, 2014 and October 31, 2013

Consolidated Statements of Shareholders’ Equity for each of the three years in the period ending October 31, 2014

Consolidated Statements of Cash Flows for each of the three years in the period ending October 31, 2014

Notes to Consolidated Financial Statements

Reports of Independent Registered Public Accounting Firm

(a) 2. Financial Statement Schedule

Schedule II Valuation and Qualifying Accounts and Reserves for each of the three years in the period ending October 31, 2014.

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

(a) 3. Exhibits

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

77

Signatures

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

NORDSON CORPORATION

Date: December 15, 2014

By: /s/    GREGORY A. THAXTON

Gregory A. Thaxton

Senior Vice President, Chief Financial Officer

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

/s/    MICHAEL F. HILTON	December 15, 2014
Michael F. Hilton
Director, President and
Chief Executive Officer
(Principal Executive Officer)
/s/    GREGORY A. THAXTON	December 15, 2014
Gregory A. Thaxton
Senior Vice President, Chief Financial Officer
(Principal Financial Officer)
(Principal Accounting Officer)
/s/    JOSEPH P. KEITHLEY	December 15, 2014
Joseph P. Keithley
Chairman of the Board
/s/    LEE C. BANKS	December 15, 2014
Lee C. Banks
Director
/s/    RANDOLPH W. CARSON	December 15, 2014
Randolph W. Carson
Director

78

Signatures — (Continued)

/s/    ARTHUR L. GEORGE, JR.	December 15, 2014
Arthur L. George, Jr.
Director
/s/    FRANK M. JAEHNERT	December 15, 2014
Frank M. Jaehnert
Director
/s/    MICHAEL J. MERRIMAN, JR.	December 15, 2014
Michael J. Merriman, Jr.
Director
/s/    MARY G. PUMA	December 15, 2014
Mary G. Puma
Director
/s/    VICTOR L. RICHEY, JR.	December 15, 2014
Victor L. Richey, Jr.
Director

79

Schedule II – Valuation and Qualifying Accounts and Reserves

	Balance at Beginning of Year		Assumed from Acquisitions		Charged to Expense		Deductions		Currency Effects			Balance at End of Year
Allowance for Doubtful Accounts
2012	$	3,311		648		710		801		(92	)	$	3,776
2013	$	3,776		256		889		698		42		$	4,265
2014	$	4,265		121		867		551		(215	)	$	4,487
Inventory Obsolescence and Other Reserves
2012	$	16,050		2,071		6,033		3,237		(412	)	$	20,505
2013	$	20,505		3,969		5,075		2,961		(9	)	$	26,579
2014	$	26,579		1,045		6,706		6,361		(1,225	)	$	26,744

80

NORDSON CORPORATION

Index to Exhibits

(Item 15(a) (3))

Exhibit Number	Description
(3)	Articles of Incorporation and By-Laws
3-a	1989 Amended Articles of Incorporation (incorporated herein by reference to Exhibit 3-a to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2011)
3-a-1	Certificate of Amendment to 1989 Amended Articles of Incorporation (incorporated herein by reference to Exhibit 3-a-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2011)
3-b	1998 Amended Regulations (incorporated herein by reference to Exhibit 3-b to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2010)
(4)	Instruments Defining the Rights of Security Holders, including indentures
4-b	Note Purchase and Private Shelf Agreement for $150 million between Nordson Corporation and New York Life Investment Management LLC dated as of June 30, 2011 (incorporated herein by reference to Exhibit 4.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2011)
4-c	$500 million Credit Agreement dated December 9, 2011 between Nordson Corporation and various financial institutions (incorporated herein by reference to Exhibit 4.1 to Registrant’s Form 8-K dated December 12, 2011)
4-e	Master Note Purchase Agreement dated July 26, 2012 between Nordson Corporation and the purchasers listed therein (incorporated herein by reference to Exhibit 4.2 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2012)
4-f	Second Amendment to the Note Purchase and Private Shelf Agreement dated as of February 12, 2013 between Nordson Corporation and New York Life Investment Management LLC (incorporated herein by reference to Exhibit 4.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2013)
4-g	Credit Agreement dated August 6, 2014 by and among Nordson Corporation, PNC Bank National Association and PNC Capital Markets LLC (incorporated herein by reference to Exhibit 10.3 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2014)
(10)	Material Contracts
10-a	Amended and Restated Nordson Corporation 2004 Management Incentive Compensation Plan (incorporated herein by reference to Exhibit 10-a to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2013)*
10-b-1	Nordson Corporation 2005 Deferred Compensation Plan (incorporated herein by reference to Exhibit 10-b-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2010)*
10-b-2	Nordson Corporation 2005 Deferred Compensation Plan (as Amended and Restated Effective January 1, 2009) *
10-c	Resolution of Board of Directors Authorizing Execution of Indemnification Agreements (incorporated herein by reference to Exhibit 10-c to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2013)*
10-d	Restated Nordson Corporation Excess Defined Contribution Retirement Plan Agreement (incorporated herein by reference to Exhibit 10-d to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2009) *
10-d-1	First Amendment to Nordson Corporation Excess Defined Contribution Retirement Plan (incorporated herein by reference to Exhibit 10-d-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2012)*

81

Index to Exhibits —Continued

Exhibit Number	Description
10-d-2	Nordson Corporation 2005 Excess Defined Contribution Benefit Plan (incorporated herein by reference to Exhibit 10-d-2 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2011)*
10-d-3	Nordson Corporation 2005 Excess Defined Contribution Retirement Plan (as Amended and Restated Effective January 1, 2009)*
10-e	Nordson Corporation Excess Defined Benefit Pension Plan (incorporated herein by reference to Exhibit 10-d to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2009)*
10-e-1	Second Amendment to Nordson Corporation Excess Defined Benefit Pension Plan (incorporated herein by reference to Exhibit 10-e-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2012)*
10-e-2	Nordson Corporation 2005 Excess Defined Benefit Pension Plan (incorporated herein by reference to Exhibit 10-e-2 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2010)*
10-e-3	Nordson Corporation 2005 Excess Defined Benefit Pension Plan (as Amended and Restated Effective January 1, 2009)*
10-g-1	Amended and Restated Nordson Corporation 2004 Long-Term Performance Plan (incorporated herein by reference to Exhibit 10-g-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2013)*
10-g-2	Nordson Corporation 2012 Stock Incentive and Award Plan (incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K dated March 4, 2013)*
10-g-3	Nordson Corporation 2012 Stock Incentive and Award Plan, Form of Notice of Award (as amended November 24, 2014)*
10-g-4	Nordson Corporation 2012 Stock Incentive and Award Plan, Form of Notice of Award (as amended November 24, 2014)*
10-g-5	Nordson Corporation 2012 Stock Incentive and Award Plan, Directors’ Deferred Compensation Sub-Plan (incorporated herein by reference to Exhibit 10-g -5 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2013)*
10-g-6	Nordson Corporation 2012 Stock Incentive and Award Plan, Directors’ Deferred Compensation Sub-Plan, Form of Notice of Award (incorporated herein by reference to Exhibit 10-g-6 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2013)*
10-h	Assurance Trust Agreement between Nordson Corporation and Key Trust Company of Ohio, N.A. amended and restated as of January 22, 2014 (incorporated herein by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2014)
10-h-1	Form of Change in Control Retention Agreement between the Registrant and Executive Officers*
10-i	Compensation Committee Rules of the Nordson Corporation 2004 Long Term Performance Plan governing directors’ deferred compensation (incorporated herein by reference to Exhibit 10-i to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2010)*
10-j	Compensation Committee Rules of the Nordson Corporation Amended and Restated Nordson Corporation 2004 Long Term Performance Plan governing directors’ deferred compensation (incorporated herein by reference to Exhibit 10-j to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2010)*
10-m	Employment Agreement between Registrant and Michael F. Hilton (incorporated herein by reference to Exhibit 99.3 to Registrant’s Form 8-K dated December 21, 2009)*

82

Index to Exhibits— Continued

Exhibit Number	Description
10-n	Employment Agreement (Change in Control Retention Agreement) between Registrant and Michael F. Hilton (incorporated herein by reference to Exhibit 99.4 to Registrant’s Form 8-K dated December 21, 2009)*
10-o	Supplemental Retirement Agreement between the Registrant and Michael F. Hilton (incorporated herein by reference to Exhibit 10-o to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2010)*
10-p	Stock Purchase Agreement by and among VP Acquisition Holdings, Inc., the Stockholders of VP Acquisition Holdings, Inc., the Optionholders of VP Acquisition Holdings, Inc., American Capital, Ltd., as Securityholder Representative, and Nordson Corporation dated as of July 15, 2011 (incorporated herein by reference to Exhibit 4.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2011)
10-q	Stock Purchase Agreement Dated May 18, 2012 by and among Nordson Corporation and Bertram Growth Capital I, Bertram Growth Capital II, Bertram Growth Capital II-A, and EDI Holdings, Inc. (incorporated herein by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2012)
10-r	Agreement and Plan of Merger by and among Xaloy Superior Holdings, Inc., Nordson Corporation, Buckeye Merger Corp. and Sellers’ Representative dated as of June 2, 2012 (incorporated herein by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2012)
10-s	Sale and Purchase Agreement dated July 16, 2013 relating to Kreyenborg and BKG between Mr. Jan-Udo Kreyenborg, Kreyenborg Verwaltungen und Beteiligungen GmbH & Co. KG, Kreyenborg Verwaltungs-GmbH and Nordson Corporation (incorporated herein by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2013)
10-t	Agreement and Primary Release of Claims dated June 24, 2014 between Registrant and Peter G. Lambert (incorporated herein by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2014)
10-u	Agreement and Plan of Merger by and among Avalon Laboratories Holding Corp., Nordson Medical Corporation, Arriba Merger Corp., American Capital Equity III, LP, as Securityholders’ Representative and for the limited purposes set forth herein, Nordson Corporation, dated as of August 1, 2014 (incorporated herein by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2014)
(21)	Subsidiaries of the Registrant
(23)	Consent of Independent Registered Public Accounting Firm
31.1	Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99-a	Form S-8 Undertakings (Nos. 33-18309 and 33-33481)

83

Index to Exhibits— Continued

Exhibit Number

Description

101

The following financial information from Nordson Corporation’s Annual Report on Form 10-K for the year ended October 31, 2014, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Income for the years ended October 31, 2014, 2013 and 2012, (ii) the Consolidated Statements of Comprehensive Income for the years ended October 31, 2014, 2013 and 2012 (iii) the Consolidated Balance Sheets at October 31, 2014 and 2013, (iv) the Consolidated Statements of Changes in Shareholders’ Equity for the years ended October 31, 2014, 2013 and 2012, (v) the Consolidated Statements of Cash Flows for the years ended October 31, 2014, 2013 and 2012, and (vi) Notes to Consolidated Financial Statements.

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

84

EX-10.B.2

Exhibit 10-b-2

NORDSON CORPORATION

2005 DEFERRED COMPENSATION PLAN

Effective January 1, 2005

(As Amended and Restated Effective January 1, 2009)

Purpose

The purpose of this 2005 Deferred Compensation Plan, established effective as of January 1, 2005 and amended and restated effective January 1, 2009, is to provide specified benefits to a select group of management and highly compensated Employees who contribute materially to the continued growth, development, and future business success of Nordson Corporation, and its subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA. This Plan applies to compensation earned, deferred, or vested on and after January 1, 2005; the Nordson Corporation Deferred Compensation Plan, dated November 3, 2000, as amended on January 22, 2003, and as in effect on October 3, 2004 (the “2000 Plan”), applies to compensation earned, deferred, and vested on or before December 31, 2004. No provisions of this Plan shall alter, affect, or amend any provisions of the 2000 Plan applicable to compensation earned, deferred, and vested on or before December 31, 2004.

ARTICLE 1

Definitions

For purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

1.1 “Account Balance” shall mean, with respect to a Participant, a credit on the records of the Company equal to the sum of (i) the Deferral Account balance, (ii) the LTIP Deferral Account balance, (iii) the vested Company Contribution Account balance, and (iv) the Unilateral Committee Contribution Account balance. The Account Balance, and each other specified account balance, shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.2 “Annual Company Contribution Amount” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.5.

1.3 “Annual Installment Method” shall be an annual installment payment over the number of years selected by the Participant in accordance with this Plan, calculated as follows: (i) for the first annual installment, the vested Account Balance of the Participant shall be calculated as of the close of business on (a) the last business day of the Plan Year in which the Participant Retires or is deemed to have Retired in accordance with Section 8.1, or (b) the date on which the Participant experiences a Separation from Service or is deemed to

-1-

have experienced a Separation from Service in accordance with Section 8.1, and (ii) for remaining annual installments, the vested Account Balance of the Participant shall be calculated on every applicable anniversary of (a) the last business day of the Plan Year in which the Participant Retires or is deemed to have Retired in accordance with Section 8.1, or (b) the date on which the Participant experiences a Separation from Service or is deemed to have experienced a Separation from Service in accordance with Section 8.1. Each annual installment shall be calculated by multiplying this balance by a fraction, the numerator of which is one and the denominator of which is the remaining number of annual payments due the Participant. By way of example, if the Participant elects a ten (10) year Annual Installment Method, the first payment shall be 1/10 of the vested Account Balance, calculated as described in this definition. The following year, the payment shall be 1/9 of the vested Account Balance, calculated as described in this definition.

1.4 “Base Salary” shall mean the annual cash compensation relating to services performed during any calendar year, whether or not paid in such calendar year or included on the Federal Income Tax Form W-2 for such calendar year, excluding cash or stock-based incentive payments (whether discretionary or paid pursuant to a written plan) commissions, overtime, fringe benefits, stock options, relocation expenses, non-monetary awards, fees, automobile and other allowances paid to a Participant for employment services rendered (whether or not such allowances are included in the Employee’s gross income). Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or non-qualified plans of any Employer and shall be calculated to include amounts not otherwise included in the Participant’s gross income under Sections 125, 402(e)(3), 402(h), or 403(b) of the Code pursuant to plans established by any Employer; provided, however, that all such amounts will be included in compensation only to the extent that, had there been no such plan, the amount would have been payable in cash to the Employee.

1.5 “Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 9, that are entitled to receive benefits under this Plan upon the death of a Participant.

1.6 “Beneficiary Designation Form” shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee or its designee to designate one or more Beneficiaries.

1.7 “Board” shall mean the board of directors of the Company.

1.8 “Bonus” shall mean any compensation relating to services performed during any calendar year(s), whether or not paid in a calendar year or included on the Federal Income Tax Form W-2 for a calendar year, payable to a Participant as an Employee under any Employer’s written incentive compensation plans, excluding stock options, and restricted or performance stock.

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1.9 “Change in Control” shall mean an event described below occurring at any time after the date of the adoption of this Plan:

(i) a report is filed with the Securities and Exchange Commission (the “SEC”) on Schedule 13D or Schedule 14D-1 (or any successor schedule, form, or report), each as promulgated pursuant to the Securities Exchange Act of 1934, disclosing that any “person” (as the term “person” is used in Section 13(d) or Section 14(d)(2) of the Securities Exchange Act of 1934) is or has become a beneficial owner, directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company’s then outstanding securities;

(ii) The Company files a report or proxy statement with the SEC pursuant to the Securities Exchange Act of 1934 disclosing that a Change in Control of the Company has or may have occurred or will or may occur in the future pursuant to any then-existing contract or transaction;

(iii) The Company is merged or consolidated with another corporation and, as a result thereof, securities representing less than 50% of the combined voting power of the surviving or resulting corporation’s securities (or the securities of a parent corporation in case of a merger in which the surviving or resulting corporation becomes a wholly-owned subsidiary of the parent corporation) are owned in the aggregate by holders of the Company’s securities immediately before such merger or consolidation;

(iv) all or substantially all of the assets of the Company are sold in a single transaction or a series of related transactions to a single purchaser or a group of affiliated purchasers; or

(v) during any period of 24 consecutive months, individuals who were Directors of the Company at the beginning of the period cease to constitute at least a majority of the Board unless the election, or nomination for election by the Company’s shareholders, of more than one half of any new Directors of the Company was approved by a vote of at least two-thirds of the Directors of the Company then still in office who were Directors of the Company at the beginning of the 24 month period.

1.10 “Claimant” shall have the meaning set forth in Section 14.1.

1.11 “Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.

1.12 “Committee” shall mean the Compensation Committee of the Board of Directors of the Company or its designee.

1.13 “Company” shall mean Nordson Corporation, an Ohio corporation its corporate successors, the surviving corporation resulting from any merger of the Company and any other corporation or corporations and any successor to all or substantially all of the Company’s assets or business.

1.14 “Company Contribution Account” shall mean (i) the sum of the Participant’s Annual Company Contribution Amounts, plus (ii) amounts credited in accordance with all the

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applicable crediting provisions of this Plan that relate to the Participant’s Company Contribution Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant’s Company Contribution Account.

1.15 “Deduction Limitation” shall mean the following described limitation on a benefit that may otherwise be distributable pursuant to the provisions of this Plan. Except as otherwise provided, this limitation shall be applied to all distributions that are “subject to the Deduction Limitation” under this Plan. If an Employer determines in good faith prior to a Change in Control that there is a reasonable likelihood that any compensation paid to a Participant for a taxable year of the Employer would not be deductible by the Employer solely by reason of the limitation under Section 162(m) of the Code, then to the extent deemed necessary by the Employer to ensure that the entire amount of any distribution to the Participant pursuant to this Plan prior to a Change in Control is deductible, the Employer may defer all or any portion of a distribution under this Plan. Any amounts deferred pursuant to this limitation shall continue to be credited/debited with additional amounts in accordance with Section 3.9 below, even if such amount is being paid out in installments. The amounts so deferred and amounts credited thereon shall be distributed to the Participant or his or her Beneficiary (in the event of the Participant’s death) during the Participant’s first taxable year in which the Employer reasonably anticipates, or should reasonably anticipate, that if payment is made during such year, the deduction of such payment will not be barred by the application of Section 162(m) of the Code or during the period beginning with the date of the Participant’s Separation from Service and ending on the later of the last day of the taxable year of the Employer in which the Participant has a Separation from Service or the 15th day of the 3rd month following the Participant’s Separation from Service; provided however that where any scheduled payment to a particular Participant in the Employer’s taxable year is delayed, the delay in payment will be treated as a subsequent deferral election (in accordance with Section 4.1 or 5.4) unless all scheduled payments to that Participant that could be delayed are so delayed; and provided further however, that where the payment is delayed to a date on or after the Participant’s Separation from Service, the payment will be considered a payment upon a Separation from Service and for purposes of a Specified Employee, subject to a six month delay (as described in Section 5.5 or 7.3). Notwithstanding anything to the contrary in this Plan, the Deduction Limitation shall not apply to any distributions made after a Change in Control.

1.16 “Deferral Account” shall mean (i) the sum of all of a Participant’s Deferral Amounts, plus (ii) amounts credited in accordance with all of the applicable crediting provisions of this Plan that relate to the Participant’s Deferral Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to his or her Deferral Account.

1.17 “Deferral Amount” shall mean that portion of a Participant’s Base Salary and Bonus that a Participant elects to have, and is deferred, in accordance with Article 3, for any one Plan Year. In the event of a Participant’s Retirement, Disability, death or a Separation from Service prior to the end of a Plan Year, such year’s Deferral Amount shall be the actual amount withheld prior to such event.

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1.18 “Disability” shall mean a period of disability during which a Participant (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Participant’s Employer.

1.19 “Disability Benefit” shall mean the benefit set forth in Article 8.

1.20 “Election Form” shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan.

1.21 “Employee” shall mean a person who is an employee of any Employer.

1.22 “Employer(s)” shall mean the Company and any of its subsidiaries (now in existence or hereafter formed or acquired) that have been selected by the Committee to participate in the Plan and have adopted the Plan as a sponsor.

1.23 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

1.24 “Excess Cash Compensation” shall mean, for any Plan Year, that portion of a Participant’s cash compensation relating to services performed during any Plan Year, including, without limitation, Base Salary, Bonus or payments from any incentive plan (whether in cash or in kind), that the Committee, in its sole discretion, determines is in excess of the amount set forth in Section 162(m)(1) of the Code. For purposes of this Section 1.24, a Participant’s cash compensation: (i) shall be calculated after reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or non-qualified plans of any Employer and any amounts not otherwise included in the Participant’s gross income under Sections 125, 402(e)(3), 402(h), or 403(b) of the Code pursuant to plans established by any Employer; and (ii) shall not include any distributions from this Plan.

1.25 “Fair Market Value,” with respect to a Nordson Stock as of any given day, shall mean the last reported closing price for a common share on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) for that day or, if there was no sale of common shares so reported for that day, on the most recently preceding day on which there was such a sale. If Nordson Stock is not listed or admitted to trading on NASDAQ on any given day, the Fair Market Value on that day will be as determined by the Committee.

1.26 “LTIP Deferral Account” shall mean (i) the sum of all of a Participant’s LTIP Deferral Amounts, plus (ii) amounts credited in accordance with all of the applicable crediting

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provisions of this Plan that relate to the Participant’s LTIP Deferral Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to his or her LTIP Deferral Account.

1.27 “LTIP Deferral Amount” shall mean that portion of any LTIP Payment that a Participant elects to have, and is deferred, in accordance with Article 3A for any one Plan Year.

1.28 “LTIP Payment” shall mean the amount that would otherwise be payable to a Participant for a Plan Year under the Nordson Corporation 2004 Long-Term Performance Plan (or any successor plan thereto).

1.29 “NEST” shall mean the Nordson Corporation Employees’ Savings Trust Plan.

1.30 “Nordson Stock” shall mean the common shares of the Company or any other equity securities of the Company designated by the Committee.

1.31 “Participant” shall mean any Employee (i) who is selected to participate in the Plan, (ii) who elects to participate in the Plan, (iii) who signs an Election Form and a Beneficiary Designation Form, (iv) whose signed Election Form and Beneficiary Designation Form are accepted by the Committee, and (v) who commences participation in the Plan. A spouse or former spouse of a Participant shall not be treated as a Participant in the Plan or have an account balance under the Plan, even if he or she has an interest in the Participant’s benefits under the Plan as a result of applicable law or property settlements resulting from legal separation or divorce.

1.32 “Plan” shall mean the Nordson Corporation 2005 Deferred Compensation Plan, as amended and restated effective January 1, 2009 and as further amended from time to time.

1.33 “Plan Year” shall mean a period beginning on January 1 of each calendar year and continuing through December 31 of such calendar year.

1.34 “Pre-Retirement Survivor Benefit” shall mean the benefit set forth in Article 6.

1.35 “Retirement”, “Retire(s)” or “Retired” shall mean, with respect to an Employee, Separation from Service for any reason other than death or Disability on or after the attainment of age fifty-five (55).

1.36 “Retirement Benefit” shall mean the benefit set forth in Article 5.

1.37 “Separation from Service” shall have the meaning set forth in Section 1.409A-1(h) of the Treasury Regulations; provided that in applying Section 1.409A-1(h)(1)(ii) of the Treasury Regulations, a Separation from Service shall be deemed to occur if the Participant’s Employer and the Participant reasonably anticipate that the level of bona fide services the Participant will perform for the Employers (whether as an employee or as an independent contractor) will permanently decrease to less than 50% of the average level of bona fide services performed by the Participant for the Employers (whether as an Employee or as an independent contractor) over the immediately preceding 36-month period (or the full

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period of services performed for the Employers if the Participant has been providing services to the Employers for less than 36 months). In the event of a disposition of assets by the Company to an unrelated person, the Company reserves the discretion to specify (in accordance with Section 1.409A-1(h)(4) of the Treasury Regulations) whether a Participant who would otherwise experience a Separation from Service with the Company and the Employers as part of the disposition of assets will be considered to experience a Separation from Service for purposes of Section 1.409A-1(h) of the Treasury Regulations.

1.38 “Termination Benefit” shall mean the benefit set forth in Article 7.

1.39 “Trust” shall mean one or more rabbi trusts established by the Company or an Employer in accordance with Article 15 of this Plan as amended from time to time.

1.40 “Unforeseeable Financial Emergency” shall mean a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Section 152(a) of the Code) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

1.41 “Unilateral Committee Contribution Account” shall mean: (i) the sum of all of the Participant’s Unilateral Committee Contribution Amounts, plus (ii) amounts credited in accordance with all of the applicable crediting provisions of this Plan that relate to the Participant’s Unilateral Committee Contribution Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to his or her Unilateral Committee Contribution Account.

1.42 “Unilateral Committee Contribution Amount” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.6.

ARTICLE 2

Selection, Enrollment, Eligibility

2.1 Selection by Committee. Participation in the Plan shall be limited to those employees of an Employer who (i) are officers or key employees of an Employer, (ii) received, or would have received but for an election to defer compensation under this Plan and any other plan of the Company, from the Employer aggregate cash compensation for the prior Plan Year (or calendar year for purposes of the initial Plan Year) of not less than $100,000, or such higher amount as the Committee may decide from time to time, and (iii) are, upon recommendation of the President and Chief Executive Officer of the Company, approved for such participation by the Committee, in its sole discretion.

2.2 Enrollment Requirements. As a condition to participation, each selected Employee shall complete, execute and return to the Committee, an Election Form and a Beneficiary Designation Form, all within 30 days (or such shorter time as the Committee may determine) after he or she is selected to participate in the Plan. In addition, the Committee shall establish from time to time such other enrollment requirements as it determines in its sole discretion are necessary.

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2.3 Eligibility; Commencement of Participation. Provided an Employee selected to participate in the Plan has met all enrollment requirements set forth in this Plan and required by the Committee, including returning all required documents to the Committee within thirty (30) days (or such shorter time as the Committee may determine) after he or she is selected to participate in the Plan, that Employee shall commence participation in the Plan on the first day of the month following the month in which the Employee completes all enrollment requirements. If an Employee fails to meet all such requirements within the period required, that Employee shall not be eligible to participate in the Plan until the first day of the Plan Year following the delivery to and acceptance by the Committee of the required documents.

2.4 Termination of Participation and/or Deferrals. If the Committee determines in good faith that a Participant no longer qualifies as a member of a select group of management or highly compensated employees, as membership in such group is determined in accordance with Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the right, in its sole discretion, to prevent the Participant from making future deferral elections.

ARTICLE 3

Deferral Commitments/Company Matching/Crediting/Taxes

3.1 Minimum Deferrals.

(a) Base Salary and Bonus. For each Plan Year, a Participant may elect to defer, as his or her Deferral Amount, a minimum of at least Five Thousand dollars ($5,000) between his Base Salary and Bonus. If an election is made for less than the stated minimum amounts, or if no election is made, the amount deferred shall be zero.

(b) Short Plan Year. Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, or in the case of the first Plan Year of the Plan itself, the minimum Base Salary and Bonus deferral shall be an amount equal to the minimum set forth above, multiplied by a fraction, the numerator of which is the number of complete months remaining in the Plan Year and the denominator of which is 12.

3.2 Maximum Deferral.

(a) Base Salary and Bonus. For each Plan Year, a Participant may elect to defer, as his or her Deferral Amount, Base Salary and/or Bonus up to the following maximum percentages for each deferral elected:

Deferral	Maximum Percentage
Base Salary		100	%
Bonus		100	%

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(b) Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, or in the case of the first Plan Year of the Plan itself, the maximum Deferral Amount, with respect to Base Salary shall be 100% of Base Salary paid for services to be performed after the date the Participant submits an Election Form to the Committee for acceptance and the maximum Deferral Amount with respect to Bonus shall be 100% of Bonus paid for services performed after the date the Participant submits an Election Form to the Committee for acceptance.

3.3 Election to Defer; Effect of Election Form.

(a) First Plan Year. In connection with a Participant’s commencement of participation in the Plan, the Participant shall make an irrevocable deferral election for the Plan Year in which the Participant commences participation in the Plan, along with such other elections as the Committee deems necessary or desirable under the Plan. For these elections to be valid, the Election Form must be completed and signed by the Participant, timely delivered to the Committee (in accordance with Section 2.2 above) and accepted by the Committee.

(b) Subsequent Plan Years. For each succeeding Plan Year, an irrevocable deferral election for that Plan Year, and such other elections as the Committee deems necessary or desirable under the Plan, shall be made by timely delivering to the Committee, in accordance with its rules and procedures, before the end of the Plan Year preceding the Plan Year for which the election is made, or at such other time as the Committee may determine from time to time, a new Election Form. If no such Election Form is timely delivered for a Plan Year, the Deferral Amount shall be zero for that Plan Year.

3.4 Withholding of Deferral Amounts. For each Plan Year, the Base Salary portion of the Deferral Amount shall be withheld from each regularly scheduled Base Salary payroll in equal amounts, as adjusted from time to time for increases and decreases in Base Salary. The Bonus portion of the Deferral Amount shall be withheld at the time the Bonus is or otherwise would be paid to the Participant, whether or not this occurs during the Plan Year itself.

3.5 Annual Company Contribution Amount. For each Plan Year, the Committee, in its sole discretion, may, but is not required to, credit any amount it desires to any Participant’s Company Contribution Account under this Plan, which amount shall equal any Annual Company Contribution Amount for that Participant for that Plan Year. The amount so credited to a Participant may be smaller or larger than the amount credited to any other Participant, and the amount credited to any Participant for a Plan Year may be zero, even

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though one or more other Participants receive an Annual Company Contribution Amount for that Plan Year. The Annual Company Contribution Amount described in this Section 3.5, if any, shall be credited on a date or dates to be determined by the Committee, in its sole discretion.

3.6 Unilateral Committee Contribution Amount. For each Plan Year, the Committee, in its sole discretion, may, but is not required to, credit any amount, including any Excess Cash Compensation, to a Participant’s Unilateral Committee Contribution Account under this Plan, which amount shall be the Participant’s Unilateral Committee Contribution Amount for that Plan Year. The amount so credited to a Participant may be smaller or larger than the amount credited to any other Participant, and the amount credited to any Participant for a Plan Year may be zero, even though one or more other Participants receive a Unilateral Committee Contribution Amount for that Plan Year. The Unilateral Committee Contribution Amount described in this Section 3.6, if any, shall be credited on a date or dates to be determined by the Committee, in its sole discretion.

3.7 Investment of Trust Assets. The Trustee of the Trust shall be authorized, upon written instructions received from the Committee or investment manager appointed by the Committee, to invest and reinvest the assets of the Trust in accordance with the applicable Trust Agreement, including the disposition of Nordson Stock and reinvestment of the proceeds in one or more investment vehicles designated by the Committee.

3.8 Vesting.

(a) A Participant shall at all times be 100% vested in his or her Deferral Account, LTIP Deferral Account and Unilateral Committee Contribution Account. A Participant shall vest in his or her Company Contribution Account in accordance with the same vesting schedule as set forth in the NEST.

(b) Notwithstanding anything to the contrary contained in this Section 3.8, in the event of a Change in Control, a Participant’s Company Contribution Account shall immediately become 100% vested (if it is not already vested in accordance with the above vesting schedules).

(c) Notwithstanding subsection (a), the vesting schedule for a Participant’s Company Contribution Account shall not be accelerated to the extent that the Committee determines that such acceleration would cause the deduction limitations of Section 280G of the Code to become effective. In the event that all of a Participant’s Company Contribution Account is not vested pursuant to such a determination, the Participant may request independent verification of the Committee’s calculations with respect to the application of Section 280G of the Code. In such case, the Committee must provide to the Participant within 15 business days of such a request an opinion from a nationally recognized accounting firm selected by the Participant (the “Accounting Firm”). If the Accounting Firm’s opinion is in agreement with the Committee’s determination, the opinion shall state that any limitation in the vested percentage hereunder is necessary to avoid the limits of Section 280G of the Code and contain supporting calculations. The cost of such opinion shall be paid for by the Company.

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3.9 Crediting/Debiting of Account Balances. In accordance with, and subject to, the rules and procedures that are established from time to time by the Committee, in its sole discretion, amounts shall be credited or debited to a Participant’s Account Balance in accordance with the following rules:

(a) Allocation of Deferrals. A Participant, in connection with his or her deferral election made in accordance with Section 3.3(a) or 3.3(b) above, shall elect, on the Election Form, one or more Measurement Fund(s) (as described in Section 3.9(c) below) (other than the Nordson Stock Measurement Fund) to be used to determine the additional amounts to be credited to his or her Account Balance for each business day thereof in which the Participant commences participation in the Plan and continuing thereafter for each subsequent business day in which the Participant participates in the Plan. Thereafter, the Participant may (but is not required to) elect, either by submitting an Election Form to the Committee that is accepted by the Committee or through any other manner approved by the Committee, to (i) add or delete one or more Measurement Fund(s) (excluding the Nordson Stock Measurement Fund) to be used to determine the additional amounts to be credited to his or her Account Balance, or (ii) add or delete one or more Measurement Fund(s), including the Nordson Stock Measurement Funds, to be used to change the portion of his or her Account Balance allocated to each previously elected Measurement Fund, all in a manner permitted by the Committee. Notwithstanding the foregoing, however, any election made in accordance with this Section 3.9(a) to re-allocate any portion of his Deferral Amount to the Nordson Stock Measurement Fund shall not be effective unless such election is completed during a window period, as specified by the Committee, during which the Participant is not in possession of any non-public material information.

(b) Proportionate Allocation. In making any election described in Section 3.9(a) above, the Participant shall specify on the Election Form, in increments of five percentage points (5%), the percentage of his or her Account Balance to be allocated to a Measurement Fund (as if the Participant was making an investment in that Measurement Fund with that portion of his or her Account Balance).

(c) Measurement Funds. For the purpose of determining amounts to be crediting or debited to the Participant’s Account Balance in accordance with this Article 3, reference shall be made to pre-determined actual investments (each a “Measurement Fund”). The Committee may, in its sole discretion, discontinue, substitute or add a Measurement Fund(s), and shall maintain appropriate accounts with respect to each. Each such action will take effect seven (7) days following the day on which the Committee gives Participants advance written notice of such change, provided, however, that prior to such date the prior restrictions of the Plan apply.

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The following funds shall be Measurement Funds under the Plan:

• Equity Index Fund

• Large Cap Value Fund

• Large Cap Growth Fund

• International Equity Index

• Money Market Fund

• Investment Contract Fund

• Nordson Stock Measurement Fund

Amounts deferred or transferred by a Participant to the Nordson Stock Measurement Fund shall be in the form of stock equivalent units (hereinafter referred to as “Stock Equivalent Units”), the number of which shall be determined by dividing the amount so deferred or transferred by the Fair Market Value of Nordson Stock at the time the Participant’s compensation would otherwise have been paid to the Participant or the transfer is otherwise made, as the case may be. Dividends on the Stock Equivalent Units credited to a Participant’s Nordson Stock Measurement Fund account shall be credited to the Participant’s Nordson Stock Measurement Fund account in the form of additional Stock Equivalent Units, based on the Fair Market Value of Nordson Stock on the date the dividend is otherwise payable.

(d) Crediting or Debiting Method. The performance of each elected Measurement Fund (either positive or negative) will be determined by the Committee, in its reasonable discretion, based on the performance of the Measurement Funds themselves. A Participant’s Account Balance (whether or not vested, for purposes of making the adjustments described in this Section 3.9(d)) shall be credited or debited on a schedule as determined by the Committee in its sole discretion, as though (i) a Participant’s Account Balance were invested in the Measurement Fund(s) selected by the Participant, in the percentages applicable to such business day, as of the close of business on the business day, at the closing price on such date; (ii) the portion of the Deferral Amount that was actually deferred during any business day were invested in the Measurement Fund(s) selected by the Participant, in the percentages applicable to such business day, no later than the close of business on that business day after the day on which such amounts are actually deferred from the Participant’s Base Salary or Bonus through reductions in his or her payroll, at the closing price on such date; and (iii) any distribution made to a Participant that decreases such Participant’s Account Balance ceased being invested in the Measurement Fund(s), in the percentages applicable to such business day, no earlier than one business day prior to the distribution, at the closing price on such

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date. The Participant’s Company Contributions Amount shall be credited to his or her Company Contribution Account for purposes of this Section 3.9(d) as of the date(s) determined by the Company, in its sole discretion. The Participant’s Unilateral Committee Contribution Amount shall be credited to his or her Unilateral Committee Contribution Account for purposes of this Section 3.9(d) as of the date(s) determined by the Company, in its sole discretion. Notwithstanding the foregoing, in the case of the Nordson Stock Measurement Fund, adjustments shall be made each day to the portion of a Participant’s Account Balance which is expressed in Stock Equivalent Units to reflect as of that date the number of additional Stock Equivalent Units resulting from additional deferrals allocated by the Participant to the Nordson Stock Measurement Fund, transfer allocations by the Participant to the Nordson Stock Measurement Fund, dividend credits to the Nordson Stock Measurement Fund, and distributions to the Participant that decrease the portion of such Participant’s Account Balance reflected by Stock Equivalent Units.

(e) No Actual Investment. Notwithstanding any other provision of this Plan that may be interpreted to the contrary, the Measurement Funds are to be used for measurement purposes only, and a Participant’s election of any such Measurement Fund, the allocation to his or her Account Balance thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant’s Account Balance shall not be considered or construed in any manner as an actual investment of his or her Account Balance in any such Measurement Fund. In the event that the Company or the trustee of the Trust, in its own discretion, decides to invest funds in any or all of the Measurement Funds, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant’s Account Balance shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company or the Trust; the Participant shall at all times remain an unsecured creditor of the Company.

(f) Special Rules for Nordson Stock Measurement Fund. Notwithstanding any provision of this Plan that may be construed to the contrary, an election to allocate deferrals to the Nordson Stock Measurement Fund may not be revoked and any amounts allocated to the Nordson Stock Measurement Fund by a Participant can never be reallocated to any other Measurement Fund(s) in this Plan.

Moreover, no distribution of amounts allocated to the Nordson Stock Measurement Fund shall be made other than (i) on a fixed date more than six months following the date of the Participant’s election with respect to Deferral Amounts originally allocated to the Nordson Stock Measurement Fund, (ii) at the time and in the form of payment specified by the Participant with respect to any Deferral Amount previously allocated to another Measurement Fund, but in no event earlier than six months and one day after the date of the Participant’s election with respect to Deferral Amounts originally allocated to another Measurement Fund or (iii) automatically on an earlier date pursuant to the Plan on the Participant’s death, Disability while eligible to Retire, Retirement, or Separation from Service,

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provided that in the event of Separation from Service other than due to Retirement, death or Disability, such amount shall be paid in a lump sum, notwithstanding the provisions of Section 7.2. Accordingly, the provisions of Sections 4.3 shall not be applicable to any portion of the Participant’s Account Balance allocated to the Nordson Stock Measurement Fund, nor shall the provisions of Section 8.1 of this Plan be applicable to any portion of the Participant’s Account Balance allocated to the Nordson Stock Measurement Fund in the case of a Participant suffering a Disability prior to the date he is eligible to Retire.

Finally, when distribution is to be made of amounts allocated to the Nordson Stock Measurement Fund, Stock Equivalent Units credited to the Participant’s Account Balance shall be converted to the same number of Shares of Nordson Stock for distribution to the Participant. Except in the case of a fractional Stock Equivalent Unit, which shall be paid in cash, all distributions from the Nordson Stock Measurement Fund shall be made only in the form of Nordson Stock.

3.10 FICA and Other Taxes.

(a) Deferral Amounts. For each Plan Year in which a Deferral Amount is being withheld from a Participant, the Participant’s Employer(s) shall withhold from that portion of the Participant’s Base Salary and Bonus that is not being deferred, in a manner determined by the Employer(s), the Participant’s share of FICA and other employment taxes on such Deferral Amount. If necessary, the Committee may reduce the Deferral Amount in order to comply with this Section 3.10.

(b) Company Contribution Amounts. When a Participant becomes vested in a portion of his or her Company Contribution Account, the Participant’s Employer(s) shall withhold from the Participant’s Base Salary and/or Bonus that is not deferred, in a manner determined by the Employer(s), the Participant’s share of FICA and other employment taxes. If necessary, the Committee may reduce the vested portion of the Participant’s Company Contribution Account in order to comply with this Section 3.10.

(c) Unilateral Committee Contribution Amounts. When the Participant’s Employer(s) credits a Unilateral Committee Contribution Amount to a Participant’s Unilateral Committee Contribution Account, the Participant’s Employer(s) shall withhold from the Participant’s Base Salary and/or Bonus that is not deferred, in a manner determined by the Employer(s), the Participant’s share of FICA and other employment taxes. If necessary, the Committee may reduce the Participant’s Unilateral Committee Contribution Amount in order to comply with this Section 3.10.

3.11 Distributions. The Participant’s Employer, or the trustee of the Trust, shall withhold from any payments made to a Participant under this Plan all federal, state and local income, employment and other taxes required to be withheld by the Employer, or the trustee of the Trust, in connection with such payments, in amounts and in a manner to be determined in the sole discretion of the Employer and the trustee of the Trust.

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ARTICLE 3A

LTIP Deferral Commitments/Crediting/Taxes

3A.1 LTIP Deferrals. For each Plan Year, a Participant may elect to defer, as his or her LTIP Deferral Amount, an amount equal to a specified dollar amount or a specified percentage of the LTIP Payment that may be payable to the Participant during such Plan Year. Such election must be made on an Election Form no later than the earlier of (a) six months before the end of the performance period to which the LTIP Payment relates or (b) the date of the Participant’s Separation from Service. For the election to be valid, the Election Form must be completed and signed by the Participant, timely delivered to the Committee (in accordance with Section 2.2 above) and accepted by the Committee.

3A.2 Crediting/Debiting of LTIP Deferral Account Balances. In accordance with, and subject to, the rules and procedures that are established from time to time by the Committee, in its sole discretion, a Participant’s deferral election in accordance with Section 3A.1 shall be (a) an election to defer the LTIP Deferral Amount to the Nordson Stock Measurement Fund and (b) an election to have additional amounts credited to his or her LTIP Deferral Account in accordance with Section 3.9 as if the Participant had elected the Nordson Stock Measurement Fund to be used to determine the additional amounts to be credited to his or her LTIP Deferral Account.

3A.3 FICA and Other Taxes. On the Election Form completed in order to make an LTIP Deferral, the Participant shall elect to (i) have the amount of the LTIP Payment subject to the LTIP Deferral reduced by the amount of FICA and other federal, state and local taxes due on the LTIP Payment thereby reducing the amount of the LTIP Deferral Amount by the sum of the FICA and other taxes due, (ii) if electing to defer less than 100% of the LTIP Payment, have the amount of the LTIP Payment not subject to the LTIP Deferral reduced by the amount of FICA and other federal, state and local taxes due on the LTIP payment thereby authorizing deferral of the entire percentage of the LTIP Payment elected, or (iii) pay the amount of FICA and other federal, state and local taxes due on the LTIP Payment to the Company via personal check on the date that the LTIP Payment would have otherwise been paid to the Participant thereby authorizing deferral of the entire percentage of the LTIP Payment elected.

ARTICLE 4

Unforeseeable Financial Emergencies;

Withdrawal Election

4.1 Payout/Suspensions for Unforeseeable Financial Emergencies. If the Participant experiences an Unforeseeable Financial Emergency, the Participant may petition the Committee to receive a partial or full payout from the Plan. The payout shall not exceed the lesser of the Participant’s vested Account Balance, calculated as if such Participant were receiving a Termination Benefit, or the amount reasonably needed to satisfy the

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Unforeseeable Financial Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the payout, after taking into account the extent to which such Unforeseeable Financial Emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent such liquidation would not itself cause severe financial hardship). If, subject to the sole discretion of the Committee, the petition for a suspension and/or payout is approved, suspension shall take effect upon the date of approval and any payout shall be made within 60 days of the date of approval. The payment of any amount under this Section 4.3 shall not be subject to the Deduction Limitation.

ARTICLE 5

Retirement Benefit

5.1 Retirement Benefit. Subject to the Deduction Limitation, a Participant who Retires shall receive, as a Retirement Benefit, his or her vestd Account Balance.

5.2 Payment of Retirement Benefit. A Participant, in connection with his or her commencement of participation in the Plan, shall elect on an Election Form to receive the Retirement Benefit in a lump sum or pursuant to an Annual Installment Method of 5, 10 or 15 years. Notwithstanding the preceding sentence, if the sum of the Participant’s Account Balance under the Plan, the Participant’s benefit under the Nordson Corporation 2005 Excess Defined Contribution Retirement Plan and the Participant’s benefit under any other nonqualified deferred Compensation arrangement that is aggregated with any portion of the Plan or the Nordson Corporation 2005 Excess Defined Contribution Retirement Plan under Section 1.409A-1(e) of the Treasury Regulations as of the date payment would otherwise commence is less than or equal to the applicable dollar amount in effect on such date under Section 402(g)(1)(B) of the Code, payment of his or her Retirement Benefit shall be paid in a lump sum on December 31 of the calendar year in which occurs the Participant’s Separation from Service. If a Participant does not make any election with respect to the payment of the Retirement Benefit with respect to the Base Salary, Bonus or LTIP Payment deferred pursuant to a particular Election Form, the election with respect to payment of the Retirement Benefit on the most recent previously filed Election Form shall govern, provided however that if a Participant fails to make any election with respect to the payment of the Retirement Benefit, then such benefit shall be payable in a lump sum. The lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the last day of the Plan Year during which the Participant Retires. Any payment made shall be subject to the Deduction Limitation.

5.3 Death Prior to Completion of Retirement Benefit. If a Participant dies after Retirement but before the Retirement Benefit is paid in full, the Participant’s unpaid Retirement Benefit payments shall continue and shall be paid to the Participant’s Beneficiary over the remaining number of years and in the same amounts as that benefit would have been paid to the Participant had the Participant survived. In the event of the death of the Participant and all of the Participant’s Beneficiaries prior to payment in full of the Participant’s Retirement Benefit, any remaining Retirement Benefit shall be paid to the estate of the last to die of the Participant and the Participant’s Beneficiaries.

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5.4 Change in Time or Form of Payment. Notwithstanding the method of payment for the Retirement Benefit elected by a Participant pursuant to Section 5.2, the Participant may elect to change the time or form of such payment at any time up to 12 months before the first scheduled payment; provided, however, that (a) any such election shall not be effective for at least 12 months following the date made; and (b) to the extent required by Section 409A of the Code, as a result of any such change, payment or commencement of payment shall be delayed for 5 years from the date the first payment was scheduled to have been paid (taking into account any delay of commencement of payment under Section 5.5 on account of a Participant’s status as a Specified Employee and any other delay in payment or commencement of payment on account of a Participant’s election to change the time and form of payment made on or after January 1, 2009).

The form of payment elected in a subsequent election must be a lump sum or an Annual Installment Method of 5, 10, or 15 years.

5.5 Limitation on Specified Employees. Notwithstanding any other provision of the Plan to the contrary, the Retirement Benefit of a Specified Employee of the Company, shall not be paid or commence to be paid until the date that is six months following the date of such Specified Employee’s Retirement. On the date that payment is made or payments commence, the Participant shall receive payment of any amounts that would have otherwise been paid during the six month delay but for the application of this Section 5.5. For purposes of this Section 5.5 and Section 7.5, Specified Employees shall be determined as of any date in accordance with the Nordson Corporation Policy for determining Specified Employees.

ARTICLE 6

Pre-Retirement Survivor Benefit

6.1 Pre-Retirement Survivor Benefit. Subject to the Deduction Limitation, the Participant’s Beneficiary shall receive a Pre-Retirement Survivor Benefit equal to the Participant’s Account Balance if the Participant dies before he or she Retires, experiences a Separation from Service or suffers a Disability.

6.2 Payment of Pre-Retirement Survivor Benefit. A Participant’s Beneficiary shall receive the Pre-Retirement Survivor Benefit in a lump sum. The lump sum payment shall be made no later than 60 days after the last day of the Plan Year in which the Participant dies. Any payment made shall be subject to the Deduction Limitation.

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ARTICLE 7

Termination Benefit

7.1 Termination Benefit. Subject to the Deduction Limitation, the Participant shall receive a Termination Benefit, which shall be equal to the Participant’s Account Balance if a Participant experiences a Separation from Service prior to his or her Retirement, death or Disability.

7.2 Payment of Termination Benefit. If the sum of the Participant’s Account Balance under the Plan, the Participant’s benefit under the Nordson Corporation 2005 Excess Defined Contribution Retirement Plan and the Participant’s benefit under any other nonqualified deferred compensation arrangement that is aggregated with any portion of the Plan or the Nordson Corporation 2005 Excess Defined Contribution Retirement Plan under Section 1.409A-1(e) of the Treasury Regulations at the time of his or her Separation from Service is less than or equal to the applicable dollar amount in effect on such date under Section 402(g)(1)(B) of the Code, payment of his or her Termination Benefit shall be paid in a lump sum on December 31 of the calendar year in which occurs the Participant’s Separation from Service. If his or her Account Balance at such time is equal to or greater than that amount, the Termination Benefit shall be paid in a lump sum or pursuant to an Annual Installment Method of 5, 10 or 15 years as elected by the Participant for the payment of the Retirement Benefit with respect to such amount. The lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the Participant experiences the Separation from Service. Any payment made shall be subject to the Deduction Limitation.

7.3 Death Prior to Completion of Termination Benefit. If a Participant dies after Separation from Service but before the Termination Benefit is paid in full, the Participant’s unpaid Termination Benefit payments shall continue and shall be paid to the Participant’s Beneficiary over the remaining number of years and in the same amounts as that benefit would have been paid to the Participant had the Participant survived. In the event of the death of the Participant and all of the Participant’s Beneficiaries prior to payment in full of the Participant’s Termination Benefit, any remaining Termination Benefit shall be paid to the estate of the last to die of the Participant and the Participant’s Beneficiaries.

7.4 Limitation on Specified Employees. Notwithstanding any other provision of the Plan to the contrary, the Termination Benefit of a Specified Employee of the Company, shall not be paid or commence to be paid until the date that is six months following the date of such Specified Employee’s Separation from Service. On the date that payment is made or payments commence, the Participant shall receive payment of any amounts that would have otherwise been paid during the six month delay but for the application of this Section 7.4.

ARTICLE 8

Disability Benefit

8.1 Disability Benefit. A Participant suffering a Disability shall, for benefit purposes under this Plan, be deemed to have experienced a Separation from Service, or in the case of a

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Participant who is eligible to Retire to have Retired, as soon as practicable after such Participant is determined to be suffering a Disability, in which case the Participant shall receive a Disability Benefit equal to his or her Account Balance provided, however, that should the Participant otherwise have been eligible to Retire, he or she shall be paid in accordance with Article 5. The Disability Benefit shall be paid in a lump sum no later than 60 days after the date of the Participant’s Disability. Any payment made shall be subject to the Deduction Limitation.

ARTICLE 9

Beneficiary Designation

9.1 Beneficiary. Each Participant shall have the right, at any time, to designate his or her Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable under the Plan to a Beneficiary upon the death of a Participant. The Beneficiary designated under this Plan may be the same as or different from the Beneficiary designation under any other plan of an Employer in which the Participant participates.

9.2 Beneficiary Designation; Change; Spousal Consent. A Participant shall designate his or her Beneficiary by completing and signing the Beneficiary Designation Form, and returning it to the Committee or its designated agent. A Participant shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Committee’s rules and procedures, as in effect from time to time. If the Participant names someone other than his or her spouse as a Beneficiary, a spousal consent, in the form designated by the Committee, must be signed by that Participant’s spouse and returned to the Committee. Upon the acceptance by the Committee of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled. The Committee shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the Committee prior to the Participant’s death.

9.3 Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received and acknowledged in writing by the Committee or its designated agent.

9.4 No Beneficiary Designation. If a Participant fails to designate a Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant’s benefits, then the Participant’s designated Beneficiary shall be deemed to be his or her surviving spouse.

9.5 Doubt as to Beneficiary. To the extent permitted by Section 409A of the Code and the Treasury Regulations issued thereunder, if the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in its discretion, to cause the Participant’s Employer to withhold such payments until this matter is resolved to the Committee’s satisfaction.

9.6 Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge all Employers and the Committee from all further obligations under this Plan with respect to the Participant.

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ARTICLE 10

Leave of Absence

10.1 Paid Leave of Absence. If a Participant is authorized by the Participant’s Employer for any reason to take a paid leave of absence from the employment of the Employer for purposes of military leave, sick leave or other bona fide leave of absence and such period of leave does not exceed six months or if longer, so long as the Participant retains a right to reemployment with the Employer under an applicable statue or by contract, the Participant shall continue to be considered employed by the Employer and the Deferral Amount and LTIP Deferral Amount shall continue to be withheld during such paid leave of absence in accordance with Section 3.3 and Section 3.3A.

10.2 Unpaid Leave of Absence. If a Participant is authorized by the Participant’s Employer for any reason to take an unpaid leave of absence from the employment of the Employer for purposes of military leave, sick leave or other bona fide leave of absence and such period of leave does not exceed six months or if longer, so long as the Participant retains a right to reemployment with the Employer under an applicable statue or by contract, the Participant shall continue to be considered employed by the Employer and the Participant shall be excused from making deferrals until the Participant returns to a paid employment status. Upon such return, deferrals shall resume for the remaining portion of the Plan Year in which the return occurs, based on the deferral election, if any, made for that Plan Year. If no election was made for that Plan Year, no deferral shall be withheld.

ARTICLE 11

Termination, Amendment or Modification

11.1 Termination. Although the Company anticipates that it will continue the Plan for an indefinite period of time, there is no guarantee that the Company will continue the Plan or will not terminate the Plan at any time in the future. Accordingly, the Company reserves the right to terminate the Plan at any time with respect to any or all of its participating Employees as permitted by Section 1.409A-3(j)(4)(ix) of the Treasury Regulations or as otherwise may be permitted by future Regulations or other guidance under Section 409A of the Code, by action of the Committee.

11.2 Amendment. The Company may, at any time, amend or modify the Plan in whole or in part by the action of the Committee; provided, however, that: (i) no amendment or modification shall be effective to decrease or restrict the value of a Participant’s Account Balance in existence at the time the amendment or modification is made, calculated as if the Participant had experienced a Separation from Service as of the effective date of the amendment or modification or, if the amendment or modification occurs after the date upon which the Participant was eligible to Retire, the Participant had Retired as of the effective date of the amendment or modification, and (ii) no amendment or modification of

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this Section 11.2 or Section 12.2 of the Plan shall be effective. The amendment or modification of the Plan shall not affect any Participant or Beneficiary who has become entitled to the payment of benefits under the Plan as of the date of the amendment or modification. The Company specifically reserves the right to amend the Plan to conform the provisions of the Plan to the guidance issued by the Secretary of the Treasury with respect to Section 409A of the Code, in accordance with such guidance.

11.3 Effect of Payment. The full payment of the applicable benefit under Articles 4, 5, 6, 7 or 8 of the Plan shall completely discharge all obligations to a Participant and his or her designated Beneficiaries under this Plan.

ARTICLE 12

Administration

12.1 Committee Duties. This Plan will be administered by the Committee. The Committee will, subject to the terms of this Plan, have the authority to: (i) approve for participation employees who are recommended for participation by the president and Chief Executive Officer of the Company, (ii) adopt, alter, and repeal administrative rules and practices governing this Plan, (iii) interpret the terms and provisions of this Plan, and (iv) otherwise supervise the administration of this Plan. All decisions by the Committee will be made with the approval of not less than a majority of its members. The Committee may delegate any of its authority to any other person or persons that it deems appropriate, provided the delegation does not cause this Plan or any awards granted under this Plan to fail to qualify for the exemption provided by Rule 16b-3, or, if applicable, to meet the requirements of the regulations under Section 162(m) of the Code.

12.2 Administration Upon Change In Control. For purposes of this Plan, the Company shall be the “Administrator” at all times prior to the occurrence of a Change in Control. Upon and after the occurrence of a Change in Control, the “Administrator” shall be an independent third party selected by the trustee of the Trust and approved by the individual who, immediately prior to such event, was the Company’s Chief Executive Officer or, if not so identified, the Company’s then highest ranking officer (the “Ex-Chief Executive Officer”). The Administrator shall have the discretionary power to determine all questions arising in connection with the administration of the Plan and the interpretation of the Plan and Trust including, but not limited to benefit entitlement determinations; provided, however, upon and after the occurrence of a Change in Control, the Administrator shall have no power to direct the investment of Plan or Trust assets or select any investment manager or custodial firm for the Plan or Trust. Upon and after the occurrence of a Change in Control, the Company must: (1) pay all reasonable administrative expenses and fees of the Administrator; (2) indemnify the Administrator against any costs, expenses and liabilities including, without limitation, attorney’s fees and expenses arising in connection with the performance of the Administrator hereunder, except with respect to matters resulting from the gross negligence or willful misconduct of the Administrator or its employees or agents; and (3) supply full and timely information to the Administrator or all matters relating to the Plan, the Trust, the Participants and their Beneficiaries, the Account Balances of the Participants, the date of circumstances of the Retirement, Disability, death

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or Separation from Service of the Participants, and such other pertinent information as the Administrator may reasonably require. Upon and after a Change in Control, the Administrator may be terminated (and a replacement appointed) by the trustee of the Trust only with the approval of the Ex-Chief Executive Officer. Upon and after a Change in Control, the Administrator may not be terminated by the Company.

12.3 Agents. In the administration of this Plan, the Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel who may be counsel to any Employer.

12.4 Binding Effect of Decisions. All decisions by the Committee, and by any other person or persons to whom the Committee has delegated authority, shall be final and conclusive and binding upon all persons having any interest in the Plan.

12.5 Indemnity of Committee. The Company shall indemnify and hold harmless the members of the Committee, and any Employee to whom the duties of the Committee may be delegated, and the Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, except in the case of willful misconduct by the Committee, any of its members, any such Employee or the Administrator.

12.6 Employer Information. To enable the Committee and/or Administrator to perform its functions, the Company and each Employer shall supply full and timely information to the Committee and/or Administrator, as the case may be, on all matters relating to the compensation of its Participants, the date and circumstances of the Retirement, Disability, death or Separation from Service of its Participants, and such other pertinent information as the Committee or Administrator may reasonably require.

ARTICLE 13

Other Benefits and Agreements

13.1 Coordination with Other Benefits. The benefits provided for a Participant and Participant’s Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for employees of the Participant’s Employer. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided.

ARTICLE 14

Claims Procedures

14.1 Presentation of Claim. Any Participant or Beneficiary of a deceased Participant (such Participant or Beneficiary being referred to below as a “Claimant”) may deliver to the Committee a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within 60 days after such notice was received by the

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Claimant. All other claims must be made within 180 days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant.

14.2 Notification of Decision. The Committee shall consider a Claimant’s claim within a reasonable time, and shall notify the Claimant in writing:

(a) that the Claimant’s requested determination has been made, and that the claim has been allowed in full; or

(b) that the Committee has reached a conclusion contrary, in whole or in part, to the Claimant’s requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:

(i) the specific reason(s) for the denial of the claim, or any part of it;

(ii) specific reference(s) to pertinent provisions of the Plan upon which such denial was based;

(iii) a description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary; and

(iv) an explanation of the claim review procedure set forth in Section 14.3 below.

14.3 Review of a Denied Claim. Within 60 days after receiving a notice from the Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly authorized representative) may file with the Committee a written request for a review of the denial of the claim. Thereafter, but not later than 30 days after the review procedure began, the Claimant (or the Claimant’s duly authorized representative):

(a) may review pertinent documents; and/or

(b) may submit written comments or other documents.

14.4 Decision on Review. The Committee shall render its decision on review promptly, and not later than 60 days after the filing of a written request for review of the denial, unless special circumstances require additional time, in which case the Committee’s decision must be rendered within 120 days after such date. Such decision must be written in a manner calculated to be understood by the Claimant, and it must contain:

(a) specific reasons for the decision;

(b) specific reference(s) to the pertinent Plan provisions upon which the decision was based; and

(c) such other matters as the Committee deems relevant.

14.5 Legal Action. A Claimant’s compliance with the foregoing provisions of this Article 14 is a mandatory prerequisite to a Claimant’s right to commence any legal action with respect to any claim for benefits under this Plan.

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ARTICLE 15

Trust

15.1 Establishment of the Trust. The Company may establish one or more Trusts to which the Company may transfer such assets as the Company determines in its sole discretion to assist in meeting its obligations under the Plan.

15.2 Interrelationship of the Plan and the Trust. The provisions of the Plan shall govern the rights of a Participant to receive distributions pursuant to the Plan. The provisions of the Trust shall govern the rights of the Company, Participants and the creditors of the Employers to the assets transferred to the Trust.

15.3 Distributions From the Trust. Each Employers obligations under the Plan may be satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such distribution shall reduce the Company’s obligations under this Plan.

15.4 Stock Transferred to the Trust. Notwithstanding any other provision of this Plan or the Trust, any Stock transferred to the Trust in accordance with Section 3.7 may not be otherwise distributed or disposed of by the Trustee until at least 6 months after the date such Stock is transferred to the Trust.

ARTICLE 16

Miscellaneous

16.1 Status of Plan. The Plan is intended to be a plan that is not qualified within the meaning of Section 401(a) of the Code and that “is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. The Plan shall be administered and interpreted to the extent possible in a manner consistent with that intent.

16.2 Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of the Company or an Employer. For purposes of the payment of benefits under this Plan, any and all of the Company’s or an Employer’s assets shall be, and remain, the general, unpledged unrestricted assets of the Company or an Employer, respectively. The Company’s or an Employer’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.

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16.3 Employer’s Liability. An Employer’s liability for the payment of benefits shall be defined only by the Plan. An Employer shall have no obligation to a Participant under the Plan except as expressly provided in the Plan.

16.4 Nonassignability. Except in the case of a domestic relations order within the meaning of Section 414(p)(1)(B) of the Code, neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be, unassignable and non-transferable. Except in the case of a domestic relations order within the meaning of Section 414(p)(1)(B) of the Code, no part of the amounts payable shall, prior to actual payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise.

16.5 Not a Contract of Employment. The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between any Employer and the Participant, either expressed or implied. Such employment is hereby acknowledged to be an “at will” employment relationship that can be terminated at any time for any reason, or no reason, with or without cause, and with or without notice, unless expressly provided in a written employment agreement. Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of any Employer, or to interfere with the right of any Employer to discipline or discharge the Participant at any time.

16.6 Furnishing Information. A Participant or his or her Beneficiary will cooperate with the Committee by furnishing any and all information requested by the Committee and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Committee may deem necessary.

16.7 Terms. Whenever any words are used herein in the masculine, they shall be construed as though they were in the feminine in all cases where they would so apply; and whenever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply.

16.8 Captions. The captions of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

16.9 Governing Law. Subject to ERISA, the provisions of this Plan shall be construed and interpreted according to the internal laws of the State of Ohio without regard to its conflicts of laws principles.

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16.10 Notice. Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below:

Robert E. Veillette

Vice President, General Counsel and Secretary

Nordson Corporation

28601 Clemens Road

Westlake, Ohio 44145

Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant.

16.11 Successors. The provisions of this Plan shall bind and inure to the benefit of the Company and its successors and assigns and the Participant and the Participant’s designated Beneficiaries.

16.12 Spouse’s Interest. The interest in the benefits hereunder of a spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such spouse in any manner, including but not limited to such spouse’s will, nor shall such interest pass under the laws of intestate succession.

16.13 Validity. In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.

16.14 Incompetent. If the Committee determines in its discretion that a benefit under this Plan is to be paid to a minor, a person declared incompetent or to a person incapable of handling the disposition of that person’s property, the Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person. The Committee may require proof of minority, incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the Participant’s Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount.

16.15 Court Order. The Committee is authorized to make any payments directed by court order in any action in which the Plan or the Committee has been named as a party. In addition, if a court determines that a spouse or former spouse of a Participant has an interest in the Participant’s benefits under the Plan in connection with a property settlement or otherwise, the Committee, in its sole discretion, shall have the right, notwithstanding any election made by a Participant, to immediately distribute the spouse’s or former spouse’s interest in the Participant’s benefits under the Plan to that spouse or former spouse.

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16.16 Insurance. The Company, on its own behalf or on behalf of the trustee of the Trust, and, in its sole discretion, may apply for and procure insurance on the life of the Participant, in such amounts and in such forms as the Trust may choose. The Company or the trustee of the Trust, as the case may be, shall be the sole owner and beneficiary of any such insurance. The Participant shall have no interest whatsoever in any such policy or policies, and at the request of the Company shall submit to medical examinations and supply such information and execute such documents as may be required by the insurance company or companies to whom the Company has applied for insurance.

16.17 Legal Fees To Enforce Rights After Change in Control. The Company is aware that upon the occurrence of a Change in Control, the Board or a shareholder of the Company, or of any successor corporation might then cause or attempt to cause the Company, or such successor to refuse to comply with its obligations under the Plan and might cause or attempt to cause the Company to institute, or may institute, litigation seeking to deny Participants the benefits intended under the Plan. In these circumstances, the purpose of the Plan could be frustrated. Accordingly, if, within the first five (5) years following a Change in Control, it should appear to any Participant that the Company or any successor corporation has failed to comply with any of its obligations under the Plan or any agreement thereunder or, if the Company or any other person takes any action to declare the Plan void or unenforceable or institutes any litigation or other legal action designed to deny, diminish or to recover from any Participant the benefits intended to be provided, then the Company hereby irrevocably authorizes such Participant to retain counsel of his or her choice at the expense of the Company to represent such Participant in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, shareholder or other person affiliated with the Company or any successor thereto in any jurisdiction. The Company’s reimbursement of the Participant’s legal fees and expenses pursuant to this Section 16.17 shall be made on or before the last day of the calendar year following the calendar year in which such legal fees are incurred. The amount of legal fees and expenses eligible for reimbursement during any calendar year shall not affect the amount of legal fees and expenses eligible for reimbursement during any other calendar year, and the right to reimbursement shall not be subject to liquidation or exchange for another benefit.

16.18 Permissible Accelerations. Notwithstanding any other provision of the Plan to the contrary, in accordance with Section 1.409A-3(j)(4) of the Treasury Regulations, the Company may, in its sole discretion, cause payments to or on behalf of a Participant to be accelerated (i) to the extent necessary to fulfill a domestic relations order (as defined in Section 414(p)(1)(B) of the Code, (ii) to the extent necessary for any Federal officer or employee in the executive branch to comply with an ethics agreement with the Federal government, (iii) to the extent reasonably necessary to avoid the violation of an applicable Federal, state, local, or foreign ethics law or conflicts of interest law (including where such payment is reasonably necessary to permit the Participant or Beneficiary to participate in

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activities in the normal course of his or her position in which a Participant or Beneficiary would otherwise not be able to participate under an applicable rule); (iv) to pay FICA taxes on any amounts deferred under the Plan and any state, local or foreign income tax withholding related to such FICA tax, (v) at any time the Plan fails to meet the requirements of Section 409A of the Code and the Treasury Regulations thereunder; provided however that the amount of the accelerated payment may not exceed the amount required to be included as a result of the failure to comply with Section 409A of the Code and the Treasury Regulations thereunder; (vi) where the acceleration of the payment is made pursuant to a termination and liquidation of the Plan in accordance with Section 1.409A-3(j)(4)(ix) of the Treasury Regulations; (vii) to reflect payment of state, local or foreign tax obligations arising from participation in the Plan that apply to the amount deferred under the Plan before the amount is paid or made available to the Participant or Beneficiary; provided such payment may not exceed the amount of such taxes due as a result of participation in the Plan; (viii) as satisfaction of a debt of the Participant or Beneficiary to the Company in accordance with Section 1.409A-3(j)(4)(xiii) of the Treasury Regulations and (ix) where such payment occurs as a part of a settlement between the Participant or the Beneficiary and the Company of an arm’s length, bona fide dispute as to the Participant’s or Beneficiary’s right to the deferred amount.

16.19 Compliance with Section 409A of the Code. The Plan is intended to provide for the deferral of compensation in accordance with Section 409A of the Code for compensation earned, vested, or deferred after December 31, 2004. Notwithstanding any provisions of the Plan or any Election Form to the contrary, no otherwise permissible election under the Plan shall be given effect that would result in the taxation of any amount under Section 409A of the Code. To the extent permitted in guidance issued by the Secretary of the Treasury and in accordance with procedures established by the Committee, Participants were permitted to terminate participation in the Plan or cancel an election with respect deferral elections made under the Plan prior to January 1, 2005.

16.20 Transition Elections. Notwithstanding any other elections made hereunder and only to the extent permitted by the Company and transition rules issued under Section 409A of the Code, through such dates as specified by the Company pursuant to transitional guidance issued under Section 409A of the Code, Participants have been permitted to make one or more elections as to the time and form of payment of their Account Balance under the Plan to be paid in cash and one or more elections as to the time and form of payment of their Account Balance to be paid in Nordson Stock, provided that (a) any such elections made during 2005 were only available for amounts that were payable after the 2005 calendar year and could not accelerate any payments into the 2005 calendar year, (b) any such elections made during 2006 were only available for amounts that were payable after the 2006 calendar year and could not accelerate any payments into the 2006 calendar year, (c) any such elections made during 2007 were only available for amounts that were payable after the 2007 calendar year and could not accelerate any payments into the 2007 calendar year, and (d) any such elections made during 2008 were only available for amounts that were payable after the 2008 calendar year and could not accelerate any payments into the 2008 calendar year.

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IN WITNESS WHEREOF, the Company has signed this Plan document on             , 2008.

NORDSON CORPORATION

Nordson Corporation, an Ohio corporation

By:

Title:

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EX-10.D.3

Exhibit 10-d-3

NORDSON CORPORATION

AMENDED AND RESTATED 2005 SUPPLEMENTAL

EXECUTIVE RETIREMENT PLAN

[Defined Contribution]

Nordson Corporation hereby establishes, effective as of January 1, 2009, the Nordson Corporation Amended and Restated 2005 Supplemental Executive Retirement Plan [Defined Contribution] (“Plan”), to supplement the retirement benefits of certain salaried employees, designated by the Compensation Committee of the Board of Directors (the “Committee”) as permitted by Section 3(36) of the Employee Retirement Income Security Act of 1974 (“ERISA”), with respect to compensation earned for services performed by such employees for the Company or vested after December 31, 2004. The Nordson Corporation Excess Defined Contribution Plan established effective as of November 1, 1985, and amended and restated in its entirety effective as of November 1, 1987 (the “1985 Plan”) supplements the retirement benefits of such employees with respect to compensation earned for services performed for the Company and vested prior to January 1, 2005. No provisions of this Plan shall alter, affect, or amend any provisions of the 1985 Plan applicable to compensation earned, deferred, and vested on or before December 31, 2004.

ARTICLE I

DEFINITIONS

1.1 Definitions. The following words and phrases shall have the meanings indicated, unless a different meaning is plainly required by the context:

(a) The term “Base Compensation” shall mean the annual cash compensation relating to services performed during any calendar year, whether or not paid in such calendar year or included on the Federal Income Tax Form W-2 for such calendar year, excluding cash or stock-based incentive payments (whether discretionary or paid pursuant to a written plan) commissions, overtime, fringe benefits, stock options, relocation expenses, non-monetary awards, fees, automobile and other allowances paid to an Employee for employment services rendered (whether or not such allowances are included in the Employee’s gross income). Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Employee pursuant to all qualified or non-qualified plans of any Employer and shall be calculated to include amounts not otherwise included in the Employee’s gross income under Sections 125, 402(e)(3), 402(h), or 403(b) of the Code pursuant to plans established by any Employer; provided, however, that all such amounts will be included in compensation only to the extent that, had there been no such plan, the amount would have been payable in cash to the Employee.

(b) The term “Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article VI, that are entitled to receive excess retirement benefits under this Plan upon the death of the Employee.

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(c) The term “Beneficiary Designation Form” shall mean the form established from time to time by the Committee that an Employee completes, signs and returns to the Committee to designate one or more Beneficiaries.

(d) The term “Bonus Compensation” shall mean any compensation relating to services performed during any calendar year(s), whether or not paid in a calendar year or included on the Federal Income Tax Form W-2 for a calendar year, payable to an Employee under any Employer’s written incentive compensation plans, excluding stock options, and restricted or performance stock.

(e) The term “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. Reference to a section of the Code shall include such section and any comparable section or sections of any future legislation that amends, supplements, or supersedes such section.

(f) The term “Commissions” shall mean any commissions paid relating to sales made during any calendar year(s), whether or not paid in a calendar year or included on the Federal Income Tax Form W-2 for a calendar year.

(g) The term “Company” shall mean Nordson Corporation, an Ohio corporation, its corporate successors, the surviving corporation resulting from any merger of the Company with any other corporation or corporations, and any successor to all or substantially all of the Company’s assets or business.

(h) The term “Compensation” of an Employee for any period shall mean compensation as determined under the Employees’ Savings Trust Plan or the Non-Union ESOP, as the case may be, increased, however, by amounts deferred to any non-qualified deferred compensation plan in which the Employee participates.

(i) The term “Election Form” shall mean the form established from time to time by the Committee that an Employee completes, signs and returns to the Committee to make an election under the Plan.

(j) The term “Employee” shall mean any person employed by the Company on a salaried basis who is designated by the Committee to participate in the Plan and who has not waived participation in the Plan.

(k) The term “Employees’ Savings Trust Plan” shall mean the Nordson Employees’ Savings Trust Plan in effect on the date of an Employee’s retirement, death or Separation from Service.

(l) The term “Employer(s)” shall mean the Company and any of its subsidiaries (now in existence or hereafter formed or acquired) that have been selected by the Committee to participate in the Plan and have adopted the Plan as a sponsor.

(m) The term “LTIP Payments” shall mean the amount payable to an Employee during a Plan Year under the Nordson Corporation 2004 Long-Term Performance Plan (or any successor plan thereto).

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(n) The term “Non-Union ESOP” shall mean the Nordson Corporation Non-Union Employees Stock Ownership Plan and Trust, which for the period of October 1, 2000 until December 31, 2006 was maintained as part of the Employee’s Savings Trust Plan, in effect on the date of an Employee’s Separation from Service.

(o) The term “Plan” shall mean the excess defined contribution retirement plan as set forth herein, together with all amendments hereto, which plan shall be called the “Nordson Corporation 2005 Defined Contribution Supplemental Executive Retirement Plan.”

(p) The term “Separation from Service” shall have the meaning set forth in Section 1.409A-1(h) of the Treasury Regulations, provided that in applying Section 1.409A-1(h)(1)(ii) of the Treasury Regulations, a Separation from Service shall be deemed to occur if the Employee’s Employer and the Employee reasonably anticipate that the level of bona fide services the Employee will perform for the Employers (whether as an Employee or as an independent contractor) will permanently decrease to less than 50% of the average level of bona fide services performed by the Employee for the Employers (whether as an Employee or an independent contractor) over the immediately preceding 36 month period (or the full period of services performed for the Employer if the Employee has been providing services for the Employers for less than 36 months). In the event of a disposition of assets by the Company to an unrelated person, the Company reserves the discretion to specify (in accordance with Section 1.409A-1(h)(4) of the Treasury Regulations) whether an Employee who would otherwise experience a Separation from Service with the Company and the Employers as part of the disposition of assets will be considered to experience a Separation from Service for purposes of Section 1.409A-1(h) of the Treasury Regulations.

(q) The term “Unforeseeable Financial Emergency” shall mean a severe financial hardship to the Employee resulting from an illness or accident of the Employee, the Employee’s spouse, or a dependent (as defined in Section 152(a) of the Code) of the Employee, loss of the Employee’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Employee.

1.2 Additional Definitions. All other words and phrases used herein shall have the meanings given them in the Employees’ Savings Trust Plan, unless a different meaning is clearly required by the context.

ARTICLE II

EXCESS RETIREMENT BENEFIT

2.1 Eligibility. Employees designated by the Committee as eligible to participate in the Plan shall be eligible to make deferrals with respect to Base Compensation, Bonus Compensation, LTIP Payments and Commissions. 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 415 or Section 402(g)(1) of the Code for any Plan Year, such 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 the limitations under Section 401(a)(17), Section 415 or Section 402(g)(1) of the Code. Notwithstanding the foregoing, an Employee who is a participant in the 2005 Nordson Corporation Deferred Compensation Plan with respect to any Plan Year shall not be entitled to make deferrals under this Plan with respect to such Plan Year.

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2.2 Enrollment Requirements. As a condition to participation, each selected Employee shall complete, execute and return to the Committee, an Election Form and a Beneficiary Designation Form, all within 30 days (or such shorter time as the Committee may determine) after he or she is selected to participate in the Plan. In addition, the Committee shall establish from time to time such other enrollment requirements as it determines in its sole discretion are necessary.

2.3 Eligibility; Commencement of Participation. Provided an Employee selected to participate in the Plan has met all enrollment requirements set forth in this Plan and required by the Committee, including returning all required documents to the Committee within thirty (30) days (or such shorter time as the Committee may determine) after he or she is selected to participate in the Plan, that Employee shall commence participation in the Plan on the first day of the month following the month in which the Employee completes all enrollment requirements. If an Employee fails to meet all such requirements within the period required, that Employee shall not be eligible to participate in the Plan until the first day of the Plan Year following the delivery to and acceptance by the Committee of the required documents.

2.4 Deferrals.

(a) Base Compensation, Bonus Compensation, LTIP Payments and Commission Deferrals. For each Plan Year, an Employee may elect to defer in whole percentages or in flat dollar amounts of no less than $1,000 all or a portion of his Base Compensation, Bonus Compensation, LTIP Payments and Commissions.

(b) Notwithstanding the foregoing, (i) if an Employee first becomes an eligible Employee after the first day of a Plan Year, or in the case of the first Plan Year of the Plan itself, the Employee’s election, with respect to Base Compensation shall apply only to Base Compensation paid for services to be performed after the date the Employee submits an Election Form to the Committee for acceptance and the Employee’s election with respect to Bonus Compensation shall apply only to Bonus Compensation paid for Services performed after the date the Employee submits an Election Form to the Committee for acceptance.

(c) LTIP Deferrals. For each Plan Year, an Employee may elect to defer an amount equal to a specified dollar amount or a percentage (in whole percentages) of the LTIP Payment that may be payable to the Employee during such Plan Year. Such election must be made on an Election Form no later than the earlier of six months before the end of the performance period to which the LTIP Payment relates or the date of the Employee’s Separation from Service. For the election to be valid, the Election Form must be completed and signed by the Employee, timely delivered to the Committee (in accordance with Section 2.2 above) and accepted by the Committee.

(d) Deferral of Commissions. For each Plan Year, an Employee may elect to defer an amount equal to a specified dollar amount or a percentage (in whole percentages) of Commissions earned based on sales made during the Plan Year. Notwithstanding the foregoing, if an Employee first becomes an eligible Employee after the first day of a Plan Year, or in the case of the first Plan Year of the Plan itself, the Employees’ election with respect to Commissions shall apply only to Commissions paid for sales made after the date the Employee submits an Election Form to the Committee for acceptance.

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(e) Effect of Election Forms. In connection with an Employee’s commencement of participation in the Plan, the Employee shall make an irrevocable deferral election with respect to Base Compensation, Bonus Compensation, LTIP Payments and Commissions for the Plan Year in which the Employee commences participation in the Plan, along with such other elections as the Committee deems necessary or desirable under the Plan. For these elections to be valid, the Election Form must be completed and signed by the Employee, timely delivered to the Committee (in accordance with Section 2.2) and accepted by the Committee. For each succeeding Plan Year, an irrevocable deferral election for that Plan Year, and such other elections as the Committee deems necessary or desirable under the Plan, shall be made by timely delivering to the Committee, in accordance with its rules and procedures, before the end of the Plan Year preceding the Plan Year for which the election is made, or at such other time as the Committee may determine from time to time, a new Election Form. If no such Election Form is timely delivered for a Plan Year, an Employee shall not be permitted to make deferrals for such Plan Year. As part of any timely deferral election, the Employee may designate the date during the next Plan Year on which such deferral election shall become effective.

2.5 Amount. The excess retirement benefit payable to an eligible Employee or his Beneficiary shall be an amount equal to the sum of:

(a) the amount, if any, of the Employee’s deferrals made in accordance with Sections 2.1 and 2.4;

(b) the difference between the amount that would have been in the Employee’s Employer Matching Contribution Account under the Employees’ Savings Trust Plan on the date of the Employee’s Separation from Service had the Employee made the maximum possible Tax Deferred Contributions to the Employees’ Savings Trust Plan and without regard to the limitations of Section 401(a)(17), Section 415 and Section 402(g)(1) of the Code on the Employee’s Tax Deferred Contributions and Employer Matching Contributions to the Employees’ Savings Trust Plan less the amount that would have been in the Employee’s Employer Matching Contribution Account under the Employee’s Savings Trust Plan on the date of the Employee’s Separation from Service had the Employee made the maximum possible Tax Deferred Contributions to the Employee’s Savings Trust Plan; plus

(c) the difference between the vested interest the Employee would have been entitled to receive under the Non-Union ESOP on the date of the Employee’s Separation from Service if the limitations of Section 401(a)(17) or Section 415 of the Code had not been in effect and the actual amount the Employee is entitled to receive under the Non-Union ESOP on the date of the Employee’s Separation from Service.

In determining the value of the Employee’s deferrals with respect to Base Compensation, Bonus Compensation, LTIP Payments and Commissions and the value that an eligible Employees’ interest under the Employees’ Savings Trust Plan would have been if the Employee had made

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the maximum possible Tax Deferred Contributions to the Employees’ Savings Trust Plan and if the limitations of Section 401(a)(17), Section 415, and Section 402(g)(1) of the Code had not been in effect; as described in (b) above, it shall be assumed that:

(i) his deferrals with respect to Base Compensation, Bonus Compensation, LTIP Payments and Commissions were deposited on the dates that such amounts would otherwise have been paid to the Employee and held in the Measurement Funds designated by the Employee in accordance with Section 2.8; and

(ii) his Maximum Tax Deferred Contributions and his Maximum Employer Matching Contributions under the Employees’ Savings Trust Plan were deposited on the dates such contributions otherwise would have been made to the Employees’ Savings Trust Plan and held in the Measurement Funds designated by the Employee in accordance with Section 2.8.

In determining the value that an eligible Employee’s interest under the Non-Union ESOP would have been if the limitations of Section 401(a)(17) and Section 415 of the Code had not been in effect as described in (c) above, it shall be assumed that his Employer contributions under the Non-Union ESOP, if any, were deposited on the dates such contributions otherwise would have been made to the Non-Union ESOP, and invested and reinvested in Company stock in the same manner and at the same time as the actual assets under the Non-Union ESOP during such period.

2.6 Payments. All payments under the Plan to an eligible Employee or his Beneficiary shall be made by the Company from its general assets. The payment of the excess retirement benefits hereunder shall be made in a lump sum on the first day of the calendar quarter next following the Employee’s Separation from Service provided, however, that the excess retirement benefit of a Specified Employee of the Company shall not be paid until the date that is six months following the date of such Specified Employee’s Separation from Service. For purposes of this Section 2.6, Specified Employees shall be determined in accordance with the Nordson Corporation Policy for Determining Specified Employees. The payment of excess retirement benefits hereunder that are attributable to amounts described in Sections 2.5 (a) and (b) shall be payable in cash and payment of any excess retirement benefits hereunder that are attributable to amounts described in Section 2.5 (c) shall be payable in shares of Company stock.

In the event of the death of the Employee prior to payment of the Employee’s excess retirement benefits hereunder, payment of the Employees’ excess retirement benefit shall be made in a lump sum to the Employee’s Beneficiary on the first day of the calendar quarter next following the Employee’s date of death. The payment of excess retirement benefits hereunder that are attributable to amounts described in Section 2.5(a) and (b) shall be payable in cash and payment of any excess retirement benefits hereunder that are attributable to amounts described in Section 2.5(c) shall be payable in shares of Company stock.

2.7 Payout/Suspension for Unforeseeable Financial Emergencies. If an Employee experiences an Unforeseeable Financial Emergency, the Employee may petition the Committee to receive a partial or full payout from the Plan. The payout shall not exceed the lesser of the Employee’s total excess retirement benefit, calculated as of the date of the Unforeseeable Financial Emergency Distribution, or the amount reasonably needed to satisfy the Unforeseeable Financial Emergency plus amounts necessary to pay taxes reasonably anticipated

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as a result of the payout, after taking into account the extent to which such Unforeseeable Financial Emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Employee’s assets (to the extent such liquidation would not itself cause severe financial hardship). If, subject to the sole discretion of the Committee, the petition for a suspension and/or payout is approved, suspension shall take effect upon the date of approval and any payout shall be made within 60 days of the date of approval.

2.8 Investment Elections. In accordance with, and subject to, the rules and procedures that are established from time to time by the Committee, it is sole discretion, Employees may direct the investment of their excess retirement benefits hereunder in accordance with the following:

(a) Investment Allocation. An Employee, in connection with his or her deferral election made in accordance with Section 2.4 above, shall elect, on the Election Form, to invest his deferrals with respect to Base Compensation, Bonus Compensation, LTIP Payments and Commissions and his Maximum Tax Deferred Contributions and his Maximum Employer Matching Contributions in one or more Measurement Fund(s) (as described in Section 2.8(c) below). Thereafter, the Employee may (but is not required to) elect, either by submitting an Election Form to the Committee that is accepted by the Committee or through any other manner approved by the Committee, to (i) invest his subsequent deferrals with respect to Base Compensation, Bonus Compensation, LTIP Payments and Commissions and his subsequent Maximum Tax Deferred Contributions and his subsequent Maximum Employer Matching Contributions to one or more different Measurement Fund(s), or (ii) to change the portion of his or her excess retirement benefit allocated to each previously elected Measurement Fund, all in a manner permitted by the Committee.

(b) Proportionate Allocation. In making any election described in Section 2.8(a) above, the Employee shall specify on the Election Form, in increments of five percentage points (5%), the percentage of his or her Base Compensation, Bonus Compensation, LTIP Payments, Commissions, Maximum Tax Deferred Contributions and Maximum Employer Matching Contributions to be allocated to a Measurement Fund (as if the Employee was making an investment in that Measurement Fund with that portion of his or her excess retirement benefit).

(c) Measurement Funds. For the purpose of determining the total amount of an Employee’s excess retirement benefit, reference shall be made to pre-determined actual investments (each a “Measurement Fund”). The Committee may, in its sole discretion, discontinue, substitute or add a Measurement Fund(s), and shall maintain appropriate accounts with respect to each. Each such action will take effect seven (7) days following the day on which the Committee gives Employees advance written notice of such change, provided, however, that prior to such date the prior restrictions of the Plan apply.

The following funds shall be Measurement Funds under the Plan:

• Equity Index Fund

• Large Cap Value Fund

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• Large Cap Growth Fund

• International Equity Index

• Money Market Fund

• Investment Contract Fund

(d) Crediting or Debiting Method. The performance of each elected Measurement Fund (either positive or negative) will be determined by the Committee, in its reasonable discretion, based on the performance of the Measurement Funds themselves. An Employee’s excess retirement benefit shall be credited or debited on a schedule as determined by the Committee in its sole discretion, as though (i) an Employee’s excess retirement benefit were invested in the Measurement Fund(s) selected by the Employee, in the percentages applicable to such business day, as of the close of business on the business day, at the closing price on such date; (ii) the portion of the excess retirement benefit that was actually deferred during any business day was invested in the Measurement Fund(s) selected by the Employee, in the percentages applicable to such business day, no later than the close of business on that business day after the day on which such amounts are actually deferred, at the closing price on such date; and (iii) any distribution made to an Employee that decreases such Employee’s excess retirement benefit ceased being invested in the Measurement Fund(s), in the percentages applicable to such business day, no earlier than one business day prior to the distribution, at the closing price on such date.

(e) No Actual Investment. Notwithstanding any other provision of this Plan that may be interpreted to the contrary, the Measurement Funds are to be used for measurement purposes only, and an Employee’s election of any such Measurement Fund, the allocation of his or her excess retirement benefit thereto, the calculation of additional amounts and the crediting or debiting of such amounts to an Employee’s excess retirement benefit shall not be considered or construed in any manner as an actual investment of his or her excess retirement benefit in any such Measurement Fund. In the event that the Company or the trustee of any trust, in its own discretion, decides to invest funds in any or all of the Measurement Funds, no Employee shall have any rights in or to such investments themselves. Without limiting the foregoing, an Employee’s excess retirement benefit shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company or any trust; the Employee shall at all times remain an unsecured creditor of the Company.

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ARTICLE III

ADMINISTRATION

3.1 Committee Duties. This Plan will be administered by the Committee. The Committee will, subject to the terms of this Plan, have the authority to: (i) approve for participation employees who are recommended for participation by the president and Chief Executive Officer of the Company, (ii) adopt, alter, and repeal administrative rules and practices governing this Plan, (iii) interpret the terms and provisions of this Plan, and (iv) otherwise supervise the administration of this Plan. All decisions by the Committee will be made with the approval of not less than a majority of its members. The Committee may delegate any of its authority to any other person or persons that it deems appropriate, provided the delegation does not cause this Plan or any awards granted under this Plan to fail to qualify for the exemption provided by Rule 16b-3, or, if applicable, to meet the requirements of the regulations under Section 162(m) of the Code.

3.2 Administration Upon Change In Control. For purposes of this Plan, the Company shall be the “Administrator” at all times prior to the occurrence of a Change in Control (as such term is defined in the Nordson Corporation 2005 Deferred Compensation Plan Effective January 1, 2005 (As Amended and Restated Effective January 1, 2009)). Upon and after the occurrence of a Change in Control, the “Administrator” shall be an independent third party selected by the individual who, immediately prior to such event, was the Company’s Chief Executive Officer or, if not so identified, the Company’s then highest ranking officer (the “Ex-Chief Executive Officer”). The Administrator shall have the discretionary power to determine all questions arising in connection with the administration of the Plan and the interpretation of the Plan including, but not limited to benefit entitlement determinations. Upon and after the occurrence of a Change in Control, the Company must: (1) pay all reasonable administrative expenses and fees of the Administrator; (2) indemnify the Administrator against any costs, expenses and liabilities including, without limitation, attorney’s fees and expenses arising in connection with the performance of the Administrator hereunder, except with respect to matters resulting from the gross negligence or willful misconduct of the Administrator or its employees or agents; and (3) supply full and timely information to the Administrator on all matters relating to the Plan, the Employees and their Beneficiaries, the excess retirement benefits of the Employees, the date of circumstances of the retirement, disability, death or Separation from Service of the Employees, and such other pertinent information as the Administrator may reasonably require. Upon and after a Change in Control, the Administrator may be terminated (and a replacement appointed) by the Ex-Chief Executive Officer. Upon and after a Change in Control, the Administrator may not be terminated by the Company.

3.3 Agents. In the administration of this Plan, the Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel who may be counsel to any Employer.

3.4 Binding Effect of Decisions. All decisions by the Committee, and by any other person or persons to whom the Committee has delegated authority, shall be final and conclusive and binding upon all persons having any interest in the Plan.

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3.5 Indemnity of Committee. The Company shall indemnify and hold harmless the members of the Committee, and any Employee to whom the duties of the Committee may be delegated, and the Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, except in the case of willful misconduct by the Committee, any of its members, any such Employee or the Administrator.

3.6 Employer Information. To enable the Committee and/or Administrator to perform its functions, the Company and each Employer shall supply full and timely information to the Committee and/or Administrator, as the case may be, on all matters relating to the compensation of its Employees, the date and circumstances of the retirement, disability, death or Separation from Service of its Employees, and such other pertinent information as the Committee or Administrator may reasonably require.

ARTICLE IV

AMENDMENT AND TERMINATION

The Company reserves the right to amend or terminate the Plan at any time by action of its Board of Directors. Any such termination of the Plan shall be in accordance with Section 1.409A-3(j)(4)(ix) of the Treasury Regulations or as otherwise may be permitted under future Regulations or other guidance under Section 409A of the Code. No such action shall however adversely affect any Employee or Beneficiary who is receiving excess retirement benefits under the Plan, unless an equivalent benefit is provided under another Plan or program sponsored by the Company and such equivalent benefit is payable at the same time and in the same form as the excess retirement benefit otherwise payable from this Plan. The Company specifically reserves the right to amend the Plan to conform the provisions of the Plan to the guidance issued by the Secretary of the Treasury with respect to Section 409A of the Code, in accordance with such guidance.

ARTICLE V

MISCELLANEOUS

5.1 Non-Alienation of Retirement Rights or Benefits. Except in the case of a domestic relations order within the meaning of Section 414(p)(1)(B) of the Code, an Employee or Beneficiary is not permitted to assign, transfer, alienate or otherwise encumber the right to receive payments under the Plan. Except in the case of a domestic relations order within the meaning of Section 414(p)(1)(B) of the Code, any attempt to do so or to permit the payments to be subject to garnishment, attachment or levy of any kind will permit the Company to make payments directly to and for the benefit of the Employee, Beneficiary or any other person. Each such payment may be made without the intervention of a guardian. The receipt of the payee shall constitute a complete acquittance to the Company with respect to the payment. The Company shall have no responsibility for the proper application of any payment.

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5.2 Incapacity. The Company shall be permitted to make payments in the same manner as provided for in Section 5.1 if in the judgment of the Committee, an Employee or his Beneficiary is incapable of attending to his financial affairs.

5.3 Plan Non-Contractual. This Plan shall not be construed as a commitment or agreement on the part of any person employed by the Company to continue his employment with the Company, nor shall it be construed as a commitment on the part of the Company to continue the employment or the annual rate of compensation of any such person for any period. All Employees shall remain subject to discharge to the same extent as if the Plan had never been established.

5.4 Interest of Employee. The obligation of the Company under the Plan to provide an Employee or his Beneficiary with an excess retirement benefit merely constitutes the unsecured promise of the Company to make payments as provided herein. No person shall have any interest in, or a lien or prior claim upon, any property of the Company.

5.5 Controlling Status. No Employee or Beneficiary shall be eligible for a benefit under the Plan unless such Employee is an Employee on the date of his retirement, death, or Separation from Service.

5.6 Claims of Other Persons. The provisions of the Plan shall in no event be construed as giving any person, firm or corporation any legal or equitable right as against the Company, its officers, employees, or directors, except any such rights as are specifically provided for in the Plan or are hereafter created in accordance with the terms and provisions of the Plan.

5.7 No Competition. The right of any Employee or his Beneficiary to an excess retirement benefit will be terminated, or, if payment thereof has begun, all further payments will be discontinued and forfeited in the event the Employee or his Beneficiary at any time subsequent to the effective date hereof:

(a) wrongfully discloses any secret process or trade secret of the Company or any of its subsidiaries, or

(b) becomes involved directly or indirectly as an officer, trustee, employee, consultant, partner, or substantial shareholder, on his own account or in any other capacity, in a business venture that within the two-year period following his Separation from Service, the Committee determines to be competitive with the Company.

5.8 Severability. The invalidity or unenforceability of any particular provision of the Plan shall not effect any other provision hereof, and the Plan shall be construed in all respects as if such invalid or unenforceable provision were omitted therefrom.

5.9 Governing Law. The provisions of the Plan shall be governed and construed in accordance with the laws of the State of Ohio, to the extent not preempted by ERISA.

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5.10 Permissible Accelerations. Notwithstanding any other provision of the Plan to the contrary, in accordance with Section 1.409A-3(j)(4) of the Treasury Regulations, the Company may, in its sole discretion, cause payments to or on behalf of an Employee to be accelerated (i) to the extent necessary to fulfill a domestic relations order (as defined in Section 414(p)(1)(B) of the Code, (ii) to the extent necessary for any Federal officer or employee in the executive branch to comply with an ethics agreement with the Federal government, (iii) to the extent reasonably necessary to avoid the violation of an applicable Federal, state, local, or foreign ethics law or conflicts of interest law (including where such payment is reasonably necessary to permit the Employee or Beneficiary to participate in activities in the normal course of his or her position in which an Employee or Beneficiary would otherwise not be able to participate under an applicable rule); (iv) to pay FICA taxes on any amounts deferred under the Plan and any state, local or foreign income tax withholding related to such FICA tax, (v) at any time the Plan fails to meet the requirements of Section 409A of the Code and the Treasury Regulations thereunder; provided however that the amount of the accelerated payment may not exceed the amount required to be included as a result of the failure to comply with Section 409A of the Code and the Treasury Regulations thereunder; (vi) where the acceleration of the payment is made pursuant to a termination and liquidation of the Plan in accordance with Section 1.409A-3(j)(4)(ix) of the Treasury Regulations; (vii) to reflect payment of state, local or foreign tax obligations arising from participation in the Plan that apply to the amount deferred under the Plan before the amount is paid or made available to the Employee or Beneficiary; provided such payment may not exceed the amount of such taxes due as a result of participation in the Plan; (viii) as satisfaction of a debt of the Employee to the Company in accordance with Section 1.409A-3(j)(4)(xiii) of the Treasury Regulations and (ix) where such payment occurs as a part of a settlement between the Employee or Beneficiary and the Company of an arm’s length, bona fide dispute as to the Employee’s or Beneficiaries right to the deferred amount.

5.11 Compliance with Section 409A of the Code. The Plan is intended to provide for the deferral of compensation in accordance with the provisions of Section 409A of the Code, for compensation earned, vested, or deferred after December 31, 2004. Notwithstanding any provisions of the Plan or any election form to the contrary, no otherwise permissible election under the Plan shall be given effect that would result in the taxation of any amount under Section 409A of the Code. To the extent permitted in guidance issued by the Secretary of the Treasury and in accordance with procedures established by the Committee, Employee’s were permitted to terminate participation in the Plan or cancel an election with respect to deferral elections made under the Plan prior to January 1, 2005.

5.12 Transition Elections. Notwithstanding any other elections made hereunder and only to the extent permitted by the Company and transition rules issued under Section 409A of the Code, through such dates as specified by the Company pursuant to transitional guidance issued under Section 409A of the Code, Employees have been permitted to make one or more elections as to the time and form of payment of their excess retirement benefit under the Plan, provided that (a) any such elections made during 2005 were only available for amounts that were payable after the 2005 calendar year and could not accelerate any payments into the 2005 calendar year, (b) any such elections made during 2006 were only available for amounts that were payable after the 2006 calendar year and could not accelerate any payments into the 2006 calendar year, (c) any such elections made during 2007 were only available for amounts that were payable after the 2007 calendar year and could not accelerate any payments into the 2007 calendar year, and (d) any such elections made during 2008 were only available for amounts that were payable after the 2008 calendar year and could not accelerate any payments into the 2008 calendar year.

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ARTICLE VI

CLAIMS PROCEDURES

6.1 Presentation of Claim. Any Employee or Beneficiary of a deceased Employee (such Employee or Beneficiary being referred to below as a “Claimant”) may deliver to the Committee a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within 60 days after such notice was received by the Claimant. All other claims must be made within 180 days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant.

6.2 Notification of Decision. The Committee shall consider a Claimant’s claim within a reasonable time, and shall notify the Claimant in writing:

(a) that the Claimant’s requested determination has been made, and that the claim has been allowed in full; or

(b) that the Committee has reached a conclusion contrary, in whole or in part, to the Claimant’s requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:

(i) the specific reason(s) for the denial of the claim, or any part of it;

(ii) specific reference(s) to pertinent provisions of the Plan upon which such denial was based;

(iii) a description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary; and

(iv) an explanation of the claim review procedure set forth in Section 6.3 below.

6.3 Review of a Denied Claim. Within 60 days after receiving a notice from the Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly authorized representative) may file with the Committee a written request for a review of the denial of the claim. Thereafter, but not later than 30 days after the review procedure began, the Claimant (or the Claimant’s duly authorized representative):

(a) may review pertinent documents; and/or

(b) may submit written comments or other documents.

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6.4 Decision on Review. The Committee shall render its decision on review promptly, and not later than 60 days after the filing of a written request for review of the denial, unless special circumstances require additional time, in which case the Committee’s decision must be rendered within 120 days after such date. Such decision must be written in a manner calculated to be understood by the Claimant, and it must contain:

(a) specific reasons for the decision;

(b) specific reference(s) to the pertinent Plan provisions upon which the decision was based; and

(c) such other matters as the Committee deems relevant.

6.5 Legal Action. A Claimant’s compliance with the foregoing provisions of this Article VI is a mandatory prerequisite to a Claimant’s right to commence any legal action with respect to any claim for benefits under this Plan.

ARTICLE VII

BENEFICIARY DESIGNATION

7.1 Beneficiary. Each Employee shall have the right, at any time, to designate his or her Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable under the Plan to a beneficiary upon the death of an Employee. The Beneficiary designated under this Plan may be the same as or different from the Beneficiary designation under any other plan of an Employer in which the Employee participates.

7.2 Beneficiary Designation; Change; Spousal Consent. An Employee shall designate his or her Beneficiary by completing and signing the Beneficiary Designation Form, and returning it to the Committee or its designated agent. An Employee shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Committee’s rules and procedures, as in effect from time to time. If an Employee names someone other than his or her spouse as a Beneficiary, a spousal consent, in the form designated by the Committee, must be signed by that Employee’s spouse and returned to the Committee. Upon the acceptance by the Committee of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled. The Committee shall be entitled to rely on the last Beneficiary Designation Form filed by the Employee and accepted by the Committee prior to his or her death.

7.3 Acknowledgement. No designation or change in designation of a Beneficiary shall be effective until received and acknowledged in writing by the Committee or its designated agent.

7.4 No Beneficiary Designation. If an Employee fails to designate a Beneficiary as provided in Sections 7.1, 7.2 and 7.3 above or, if all designated Beneficiaries predecease the Employee or die prior to complete distribution of the Employee’s benefits, then the Employee’s designated Beneficiary shall be deemed to be his or her surviving spouse. In the event of the death of the Employee and all of the Employee’s Beneficiaries prior to payment in full of the Employee’s excess retirement benefit, any remaining excess retirement benefit shall be paid to the estate of the last to die of the Employee and the Employee’s Beneficiaries.

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7.5 Doubt as to Beneficiary. If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in its discretion, to cause the Employee’s Employer to withhold such payments until this matter is resolved to the Committee’s satisfaction.

7.6 Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge all Employers and the Committee from all further obligations under this Plan with respect to the Employee.

EXECUTED this      day of             , 2008.

NORDSON CORPORATION
By:
	Title:

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EX-10.E.3

Exhibit 10-e-3

NORDSON CORPORATION

AMENDED AND RESTATED 2005 SUPPLEMENTAL

EXECUTIVE RETIREMENT PLAN

[Defined Benefit]

Nordson Corporation hereby establishes, effective as of January 1, 2009, the Nordson Corporation Amended and Restated 2005 Supplemental Executive Retirement Plan [Defined Benefit] (“Plan”) to supplement the pension benefits of certain salaried employees designated by the Compensation Committee of the Board of Directors or its designee eligible to participate in the Plan in accordance with the terms hereof, as permitted by Section 3(36) of the Employee Retirement Income Security Act of 1974 (“ERISA”), with respect to compensation earned for services performed by such employees for the Company or an Employer or vested after December 31, 2004. The Nordson Corporation Excess Defined Benefit Pension Plan established effective as of November 1, 1985 (the “1985 Plan”) supplements the pension benefits of such employees with respect to compensation earned for services performed for the Company or an Employer and vested before January 1, 2005. No provisions of this Plan shall alter, affect, or amend any provisions of the 1985 Plan applicable to compensation earned, deferred, and vested on or before December 31, 2004.

ARTICLE I

DEFINITIONS

1.1 Definitions. The following words and phrases shall have the meanings indicated, unless a different meaning is plainly required by the context:

(a) The term “Beneficiary” shall mean one or more persons, trusts, estates or other entities designated in accordance with Article VII, that are entitled to receive excess pension benefits under this Plan upon the death of the Employee.

(b) The term “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. Reference to a section of the Code shall include such section and any comparable section or sections of any future legislation that amends, supplements, or supersedes such section.

(c) The term “Committee” shall mean the Compensation Committee of the Board of Directors of the Company, or its designee.

(d) The term “Company” shall mean Nordson Corporation, an Ohio corporation, its corporate successors, the surviving corporation resulting from any merger of the Company with any other corporation or corporations and any successor to all or substantially all of the Company’s assets or business.

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(e) The term “Employee” shall mean any person employed by an Employer on a salaried basis who is designated by the Committee to participate in the Plan.

(f) The term “Employer(s)” shall mean the Company and any of its subsidiaries (now in existence of hereafter formed or acquired) that have been selected by the Committee to participate in the Plan and have adopted the Plan as a sponsor.

(g) The term “Plan” shall mean the excess defined benefit pension plan as set forth herein, together with all amendments hereto, which Plan shall be called the “Nordson Corporation 2005 Defined Benefit Supplemental Executive Retirement Plan.”

(h) The term “Separation from Service” shall have the meaning set forth in Section 1.409A-1(h) of the Treasury Regulations, provided that in applying Section 1.409A-1(h)(1)(ii) of the Treasury Regulations, a Separation from Service shall be deemed to occur if the Employee’s Employer and the Employee reasonably anticipate that the level of bona fide services the Employee will perform for the Employers (whether as an Employee or as an independent contractor) will permanently decrease to less than 50% of the average level of bona fide services performed by the Employee for the Employers (whether as an Employee or an independent contractor) over the immediately preceding 36 month period (or the full period of services performed for the Employer if the Employee has been providing services for the Employers for less than 36 months). In the event of a disposition of assets by the Company to an unrelated person, the Company reserves the discretion to specify (in accordance with Section 1.409A-1(h)(4) of the Treasury Regulations) whether an Employee who would otherwise experience a Separation from Service with the Company and the Employers as part of the disposition of assets will be considered to experience a Separation from Service for purposes of Section 1.409A-1(h) of the Treasury Regulations.

(i) The term “Salaried Pension Plan” shall mean the Nordson Corporation Salaried Employees Pension Plan in effect on the date of an employee’s retirement, death, or Separation from Service.

1.2 Additional Definitions. All other words and phrases used herein shall have the meanings given them in the Salaried Pension Plan, unless a different meaning is clearly required by the context.

ARTICLE II

EXCESS PENSION BENEFIT

2.1 Eligibility. An Employee shall become eligible for an excess pension benefit under the Plan on the date the Employee’s benefit under the Salaried Pension Plan is first limited by Section 415 or Section 401(a)(17) of the Code.

2.2 Amount. Subject to the provisions of Article III and completion of the vesting requirement specified in Section 2.3, if applicable, the monthly excess pension benefit

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payable to an Employee or Beneficiary shall be such an amount which, when added to the sum of the monthly pension payable (before any reduction applicable to an optional method of payment) under the Salaried Pension Plan to such person plus the monthly benefit payable under the 1985 Plan to such person, equals the monthly pension benefit that would have been payable (before any reduction applicable to an optional method of payment) under the Salaried Pension Plan to such person if the limitations of Section 415 and Section 401(a)(17) of the Code were not in effect and taking into consideration such other terms as agreed to between the Company and the Employee solely for purposes of determining the amount of the excess pension benefit such as, but not limited to, additional years of service, additional final average pay, early eligibility for unreduced excess pension benefits and offset for frozen accrued benefits from prior employers.

2.3 Vesting Requirement. Each Employee who first becomes entitled to an excess pension benefit hereunder prior to January 1, 2009 shall at all times be 100% vested in such excess pension benefit. Each Employee who first becomes entitled to an excess pension benefit on or after January 1, 2009 shall become 100% vested in such excess pension benefit upon the earliest of (a) the date that is 13 months after the date the Employee’s benefit under the Salaried Pension Plan is first limited by Section 415 or Section 401(a)(17) of the Code or (b) the date of the Employee’s Death.

2.4 Form of Payment. To the extent permitted by Section 409A of the Code and Section 1.409A-2(a)(5) of the Treasury Regulations, within 30 days following the date an Employee’s benefit under the Salaried Pension Plan is first limited by Section 415 or Section 401(a)(17) of the Code, the Employee may elect for excess pension benefits under this Plan to be paid in the form of (a) a single lump sum or (b) a single life annuity. In the event that the vesting requirement of Section 2.3 is accelerated for an Employee on account of death, any election made by such Employee under this Section 2.4 shall be disregarded. Further, for purposes of any Employee who elects for excess pension benefits under the Plan to be paid in the form of a single life annuity, prior to Separation from Service, such Employee may elect to convert his excess pension benefit to any of the actuarially equivalent forms of annuity offered under the Salaried Pension Plan. If an Employee fails to make an election as to the form of payment or if an Employee’s election as to the form of payment is invalid for any reason, the Employee shall be deemed to have elected to receive his or her excess pension benefit in the form of a single lump sum payment.

2.5 Change in Form of Payment. In addition to the initial payment election specified in Section 2.4 or any transition election specified in Section 6.12, to the extent permitted by Section 409A of the Code, an Employee may make changes to the form of payment at any time up to 12 months before the date of the first scheduled payment; provided, however, that (a) any such election shall not be effective for at least 12 months following the date made; and (b) to the extent required by Section 409A of the Code, as a result of any such change, payment or commencement of payment shall be delayed for 5 years from the date the first payment was scheduled to have been paid (taking into account any delay in payment or commencement of payment under Section 2.6 on account of an Employee’s status as a Specified Employee and any other delay in payment or commencement of payment on account of an Employee’s previous payment election change made on or after January 1, 2009).

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2.6 Payments. All payments under the Plan to an Employee or Beneficiary shall be made by the Company from its general assets. Payment shall be made or shall commence on the first day of the month following the month in which the Employee’s Separation from Service occurs; provided, however that the excess pension benefit of a Specified Employee of the Company shall not be paid or commence to be paid until the date that is six months following the date of such Specified Employee’s Separation from Service. On the date the payment is actually made or payments actually commence, the Specified Employee will receive payment of all amounts that would have otherwise been paid during the six month delay but for the application of this Section 2.6 increased by interest at the 10 year Treasury rate in effect on the date of the Specified Employee’s Separation from Service. For purposes of this Section 2.6, Specified Employees shall be determined in accordance with the Nordson Corporation Policy for Determining Specified Employees.

ARTICLE III

OPTIONAL METHODS OF PAYMENT

3.1 Payment of the excess pension benefit to an Employee or Beneficiary shall be made in accordance with the Employee’s election under Section 2.4 and if applicable Section 2.5. The amount of the excess pension benefit payable to an Employee or Beneficiary shall be reduced to reflect reduction for early commencement or for selection of an optional form of payment in accordance with the applicable terms of the Salaried Pension Plan. In making the determination and reductions provided for in this Article III, the Company may rely upon calculations made by the independent actuaries for the Salaried Pension Plan, who shall apply the assumptions then in use in connection with the Salaried Pension Plan. For purposes of calculating any Lump Sum payment under this Plan, the following actuarial assumptions shall be used: The mortality assumption shall be the Internal Revenue Service Single Life Table under Section 1.401(a)(9)-9 of the Treasury Regulations and the interest rate assumption shall be the average 30 Year Treasury Security Rate published in the Internal Revenue Bulletin for the month prior to the month in which the Participant’s Separation from Service occurs.

3.2 Small Benefit Cash-Out. Notwithstanding the provisions of Section 3.1, with respect to any Employee’s excess pension benefit under the Plan that would otherwise be paid as an annuity under Section 3.1, if the aggregate actuarial value of all remaining excess pension benefits payable to an Employee under the Plan and any other nonqualified deferred compensation arrangement that is aggregated with the Plan under Section 1.409A-1(c) of the Treasury Regulations as of the date payment is scheduled to commence is not greater than the applicable dollar amount in effect on such date under Section 402(g)(1)(B) of the Code, the Company shall pay the excess retirement benefit under the Plan in a single lump sum; provided, however, that payment of an excess pension benefit to any Specified Employee as defined in Section 2.6 will be made in accordance with the portions of Section 2.6 applicable to Specified Employees.

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ARTICLE III-A

SURVIVOR BENEFITS

3A.1 Death before Separation From Service. (a) If an Employee dies before a Separation from Service and a benefit is payable to the Employee’s surviving spouse under the Salaried Pension Plan, the Employee’s surviving spouse shall be eligible for an excess pension benefit under this Section 3A.1. The survivor benefit payable to an Employee’s surviving spouse under this Section 3A.1 shall equal the amount which, when added to the sum of the monthly pension payable (before any reduction applicable to an optional method of payment) under the Salaried Pension Plan to the surviving spouse plus the monthly benefit payable under the 1985 Plan to the surviving spouse, equals the monthly pension benefit that would have been payable (before any reduction applicable to an optional method of payment) under the Salaried Pension Plan to the surviving spouse if the limitations of Section 415 and Section 401(a)(17) of the Code were not in effect and taking into consideration such other terms as agreed to between the Company and the Employee solely for purposes of determining the amount of the excess pension benefit such as, but not limited to, additional years of service, additional final average pay, early eligibility for unreduced excess pension benefits and offset for frozen accrued benefits from prior employers.

(b) The survivor benefit payable under this Section 3A.1 shall be paid to the Employee’s surviving spouse in the form of a joint and fifty percent survivor annuity commencing on the first day of the month following the date of the Employee’s death, or if later, on the first day of the month following the month in which the Employee would have attained age 55 (calculated as if the Employee had a Separation from Service on the day before the date of his death and (i) if the Employee has already attained age 55 as of the date of his death, commenced payment on the date of his death and died immediately after his receipt of such first payment or (ii) if the Employee has not already attained age 55 as of the date of his death, commenced payment on the date of his 55th birthday and died immediately after his receipt of such firm payment); provided, however, that if the aggregate value of all remaining surviving spouse benefits payable to the Employee’s surviving spouse under the Plan and any other nonqualified deferred compensation arrangement that is aggregated with the Plan under Section 1.409A-1(c) of the Treasury Regulations as of the date payment is scheduled to commence is not greater than the applicable dollar amount in effect on such date under Section 402(g)(1)(B) of the Code, the Company shall pay the excess retirement benefit under the Plan in a single lump sum.

3A.2 Death After Separation from Service. If an Employee dies after Separation from Service a benefit will only be payable to the Employee’s surviving spouse or Beneficiary if the form of payment elected by the Employee requires benefits to continue to the Employee’s surviving spouse or Beneficiary following the death of the Employee.

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ARTICLE IV

ADMINISTRATION

4.1 Committee Duties. This Plan will be administered by the Committee. The Committee will, subject to the terms of this Plan, have the authority to: (i) approve for participation employees who are recommended for participation by the president and Chief Executive Officer of the Company, (ii) adopt, alter, and repeal administrative rules and practices governing this Plan, (iii) interpret the terms and provisions of this Plan, and (iv) otherwise supervise the administration of this Plan. All decisions by the Committee will be made with the approval of not less than a majority of its members. The Committee may delegate any of its authority to any other person or persons that it deems appropriate, provided the delegation does not cause this Plan or any awards granted under this Plan to fail to qualify for the exemption provided by Rule 16b-3, or, if applicable, to meet the requirements of the regulations under Section 162(m) of the Code.

4.2 Administration Upon Change In Control. For purposes of this Plan, the Company shall be the “Administrator” at all times prior to the occurrence of a Change in Control (as such term is defined in the Nordson Corporation 2005 Deferred Compensation Plan Effective January 1, 2005 (As Amended and Restated Effective January 1, 2009)). Upon and after the occurrence of a Change in Control, the “Administrator” shall be an independent third party selected by the individual who, immediately prior to such event, was the Company’s Chief Executive Officer or, if not so identified, the Company’s then highest ranking officer (the “Ex-Chief Executive Officer”). The Administrator shall have the discretionary power to determine all questions arising in connection with the administration of the Plan and the interpretation of the Plan including, but not limited to benefit entitlement determinations. Upon and after the occurrence of a Change in Control, the Company must: (1) pay all reasonable administrative expenses and fees of the Administrator; (2) indemnify the Administrator against any costs, expenses and liabilities including, without limitation, attorney’s fees and expenses arising in connection with the performance of the Administrator hereunder, except with respect to matters resulting from the gross negligence or willful misconduct of the Administrator or its employees or agents; and (3) supply full and timely information to the Administrator on all matters relating to the Plan, the Participants and their Beneficiaries, the excess pension benefits of the Participants, the date of circumstances of the retirement, disability, death or Separation from Service of the Participants, and such other pertinent information as the Administrator may reasonably require. Upon and after a Change in Control, the Administrator may be terminated (and a replacement appointed) by the Ex-Chief Executive Officer. Upon and after a Change in Control, the Administrator may not be terminated by the Company.

4.3 Agents. In the administration of this Plan, the Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel who may be counsel to any Employer.

4.4 Binding Effect of Decisions. All decisions by the Committee, and by any other person or persons to whom the Committee has delegated authority, shall be final and conclusive and binding upon all persons having any interest in the Plan.

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4.5 Indemnity of Committee. The Company shall indemnify and hold harmless the members of the Committee, and any Employee to whom the duties of the Committee may be delegated, and the Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, except in the case of willful misconduct by the Committee, any of its members, any such Employee or the Administrator.

4.6 Employer Information. To enable the Committee and/or Administrator to perform its functions, the Company and each Employer shall supply full and timely information to the Committee and/or Administrator, as the case may be, on all matters relating to the compensation of its Participants, the date and circumstances of the retirement, disability, death or Separation from Service of its Participants, and such other pertinent information as the Committee or Administrator may reasonably require.

ARTICLE V

AMENDMENT AND TERMINATION

The Company reserves the right to amend or terminate the Plan at any time by action of its Board of Directors. Any such termination of the Plan shall be in accordance with Section 1.409A-3(j)(4)(ix) of the Treasury Regulations or as otherwise may be permitted by future Regulations or other guidance under Section 409A of the Code. No such action shall adversely affect any Employee or Beneficiary who is receiving excess pension benefits under the Plan, unless an equivalent benefit is provided under the Salaried Pension Plan or another plan sponsored by the Company and such equivalent benefit is payable at the same time and in the same form as the excess pension benefit otherwise payable from this Plan. The Company specifically reserves the right to amend the Plan to conform the provisions of the Plan to the guidance issued by the Secretary of the Treasury with respect to Section 409A of the Code, in accordance with such guidance.

ARTICLE VI

MISCELLANEOUS

6.1 Non-Alienation of Retirement Rights or Benefits. Except in the case of a domestic relations order within the meaning of Section 414(p)(1)(B) of the Code, Employees or Beneficiaries are not permitted to assign, transfer, alienate or otherwise encumber the right to receive payments under the Plan. Except in the case of a domestic relations order within the meaning of Section 414(p)(1)(B) of the Code, any attempt to do so or to permit the payments to be subject to garnishment, attachment or levy of any kind will permit the Company to make payments directly to and for the benefit of the Employee, Beneficiary or any other person. Each such payment may be made without the intervention of a guardian. The receipt of the payee shall constitute a complete acquittance to the Company with respect to any payments, and the Company shall have no responsibility for the proper application of any payment.

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6.2 Incapacity. The Company shall be permitted to make payments in the same manner as provided for in Section 6.1 if in the judgment of the Company, an Employee or Beneficiary is incapable of attending to his financial affairs.

6.3 Plan Non-Contractual. This Plan shall not be construed as a commitment or agreement on the part of any person employed by the Company to continue his employment with the Company, nor shall it be construed as a commitment on the part of the Company to continue the employment or the annual rate of compensation of any such person for any period. All Employees shall remain subject to discharge to the same extent as if the Plan had never been established.

6.4 Interest of Employee. The obligation of the Company under the Plan to provide an Employee or Beneficiary with an excess pension benefit merely constitutes the unsecured promise of the Company to make payments as provided herein, and no person shall have any interest in, or a lien or prior claim upon, any property of the Company.

6.5 Controlling Status. No Employee or Beneficiary shall be eligible for a benefit under the Plan unless such Employee is an Employee on the date of his retirement, death, or Separation from Service.

6.6 Claims of Other Persons. The provisions of the Plan shall in no event be construed as giving any person, firm or corporation any legal or equitable right as against the Company, its officers, employees, or directors, except any such rights as are specifically provided for in the Plan or are hereafter created in accordance with the terms and provisions of the Plan.

6.7 No Competition. The right of any Employee or Beneficiary to an excess pension benefit will be terminated, or, if payment thereof has begun, all further payments will be discontinued and forfeited in the event the Employee or Beneficiary at any time subsequent to the effective date hereof:

(i) wrongfully discloses any secret process or trade secret of the Company or any of its subsidiaries, or

(ii) becomes involved directly or indirectly as an officer, trustee, employee, consultant, partner, or substantial shareholder, on his own account or in any other capacity, in a business venture that within the two-year period following his Separation from Service, the Company’s Board of Directors determines to be competitive with the Company.

6.8 Severability. The invalidity or unenforceability of any particular provision of the Plan shall not effect any other provision hereof, and the Plan shall be construed in all respects as if such invalid or unenforceable provision were omitted therefrom.

8

6.9 Governing Law. The provisions of the Plan shall be governed and construed in accordance with the laws of the State of Ohio to the extent not preempted by ERISA.

6.10 Permissible Accelerations. Notwithstanding any other provision of the Plan to the contrary, in accordance with Section 1.409A-3(j)(4) of the Treasury Regulations, the Company may, in its sole discretion, cause payments to or on behalf of an Employee to be accelerated (i) to the extent necessary to fulfill a domestic relations order (as defined in Section 414(p)(1)(B) of the Code, (ii) to the extent necessary for any Federal officer or employee in the executive branch to comply with an ethics agreement with the Federal government, (iii) to the extent reasonably necessary to avoid the violation of an applicable Federal, state, local, or foreign ethics law or conflicts of interest law (including where such payment is reasonably necessary to permit the Employee or Beneficiary to participate in activities in the normal course of his or her position in which an Employee or Beneficiary would otherwise not be able to participate under an applicable rule); (iv) to pay FICA taxes on any amounts deferred under the Plan and any state, local or foreign income tax withholding related to such FICA tax, (v) at any time the Plan fails to meet the requirements of Section 409A of the Code and the Treasury Regulations thereunder; provided however that the amount of the accelerated payment may not exceed the amount required to be included as a result of the failure to comply with Section 409A of the Code and the Treasury Regulations thereunder; (vi) where the acceleration of the payment is made pursuant to a termination and liquidation of the Plan in accordance with Section 1.409A-3(j)(4)(ix) of the Treasury Regulations; (vii) to reflect payment of state, local or foreign tax obligations arising from participation in the Plan that apply to the amount deferred under the Plan before the amount is paid or made available to the Employee or Beneficiary; provided such payment may not exceed the amount of such taxes due as a result of participation in the Plan; (viii) as satisfaction of a debt of the Employee to the Company in accordance with Section 1.409A-3(j)(4)(xiii) of the Treasury Regulations and (ix) where such payment occurs as a part of a settlement between the Employee or Beneficiary and the Company of an arm’s length, bona fide dispute as to the Employee’s or Beneficiaries right to the deferred amount.

6.11 Compliance with Section 409A of the Code. The Plan is intended to provide for the deferral of compensation in accordance with the provisions of Section 409A of the Code, for compensation earned, vested, or deferred after December 31, 2004. Notwithstanding any provisions of the Plan to the contrary, no benefit shall be paid under the Plan in a manner that would result in the taxation of any amount under Section 409A of the Code.

6.12 Transition Elections. Notwithstanding any other elections made hereunder and only to the extent permitted by the Company and transition rules issued under Section 409A of the Code, through such dates as specified by the Company pursuant to transitional guidance issued under Section 409A of the Code, Employees have been permitted to make one or more elections as to the time and form of payment of their excess pension benefit under the Plan, provided that (a) any such elections made during 2005 were only available for amounts that were payable after the 2005 calendar year and could not accelerate any payments into the 2005 calendar year, (b) any such elections made during 2006 were only available for amounts that were payable after the 2006 calendar year and could not accelerate any payments into the 2006 calendar year, (c) any such elections made during 2007 were only available for amounts that

9

were payable after the 2007 calendar year and could not accelerate any payments into the 2007 calendar year, and (d) any such elections made during 2008 were only available for amounts that were payable after the 2008 calendar year and could not accelerate any payments into the 2008 calendar year.

ARTICLE VII

BENEFICIARY DESIGNATION

7.1 Beneficiary. Each Employee shall have the right, at any time, to designate his or her Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable under the Plan to a Beneficiary upon the death of an Employee. The Beneficiary designated under this Plan may be the same as or different from the Beneficiary designation under any other plan of an Employer in which the Employee participates.

7.2 Beneficiary Designation; Change; Spousal Consent. An Employee shall designate his or her Beneficiary by completing and signing a beneficiary designation form, and returning it to the Committee or its designated agent. An Employee shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the beneficiary designation form and the Committee’s rules and procedures, as in effect from time to time. If an Employee names someone other than his or her spouse as a Beneficiary, a spousal consent, in the form designated by the Committee, must be signed by that Employee’s spouse and returned to the Committee. Upon the acceptance by the Committee of a new beneficiary designation form, all Beneficiary designations previously filed shall be canceled. The Committee shall be entitled to rely on the last beneficiary designation form filed by the Employee and accepted by the Committee prior to his or her death.

7.3 Acknowledgement. No designation or change in designation of a Beneficiary shall be effective until received and acknowledged in writing by the Committee or its designated agent.

7.4 No Beneficiary Designation. If an Employee fails to designate a Beneficiary as provided in Sections 7.1, 7.2 and 7.3 above or, if all designated Beneficiaries predecease the Employee or die prior to complete distribution of the Employee’s benefits, then the Employee’s designated Beneficiary shall be deemed to be his or her surviving spouse. In the event of the death of the Employee and all of the Employee’s Beneficiaries prior to payment in full of the Employee’s excess pension benefit, any remaining excess pension benefit shall be paid to the estate of the last to die of the Employee and the Employee’s Beneficiaries.

7.5 Doubt as to Beneficiary. If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in its discretion, to cause the Employee’s Employer to withhold such payments until this matter is resolved to the Committee’s satisfaction.

7.6 Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge all Employers and the Committee from all further obligations under this Plan with respect to the Employee.

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ARTICLE VIII

CLAIMS PROCEDURES

8.1 Presentation of Claim. Any Employee or Beneficiary of a deceased Employee (such Employee or Beneficiary being referred to below as a “Claimant”) may deliver to the Committee a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within 60 days after such notice was received by the Claimant. All other claims must be made within 180 days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant.

8.2 Notification of Decision. The Committee shall consider a Claimant’s claim within a reasonable time, and shall notify the Claimant in writing:

(a) that the Claimant’s requested determination has been made, and that the claim has been allowed in full; or

(b) that the Committee has reached a conclusion contrary, in whole or in part, to the Claimant’s requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:

(i) the specific reason(s) for the denial of the claim, or any part of it;

(ii) specific reference(s) to pertinent provisions of the Plan upon which such denial was based;

(iii) a description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary; and

(iv) an explanation of the claim review procedure set forth in Section 8.3 below.

8.3 Review of a Denied Claim. Within 60 days after receiving a notice from the Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly authorized representative) may file with the Committee a written request for a review of the denial of the claim. Thereafter, but not later than 30 days after the review procedure began, the Claimant (or the Claimant’s duly authorized representative):

(a) may review pertinent documents; and/or

(b) may submit written comments or other documents.

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8.4 Decision on Review. The Committee shall render its decision on review promptly, and not later than 60 days after the filing of a written request for review of the denial, unless special circumstances require additional time, in which case the Committee’s decision must be rendered within 120 days after such date. Such decision must be written in a manner calculated to be understood by the Claimant, and it must contain:

(a) specific reasons for the decision;

(b) specific reference(s) to the pertinent Plan provisions upon which the decision was based; and

(c) such other matters as the Committee deems relevant.

8.5 Legal Action. A Claimant’s compliance with the foregoing provisions of this Article VIII is a mandatory prerequisite to a Claimant’s right to commence any legal action with respect to any claim for benefits under this Plan.

EXECUTED this              day of         , 2008.

NORDSON CORPORATION
By:
	Title:

12

EX-10.G.3

Exhibit 10-g-3

NOTICE OF SHARE-BASED AWARDS

(KEY EMPLOYEE)

To:	(“Grantee”)
Date of Notice:

Nordson Corporation, an Ohio corporation (the “Company”), grants to you, the Grantee named above, in accordance with the terms of Nordson Corporation 2012 Stock Incentive and Award Plan (the “Plan”) and this Notice of Share-Based Awards (“Notice”), the following Awards:

Award Type	Date of Grant	# of Options / Shares / Target Opportunity	Exercise Price		Vesting Date
Non-qualified Stock Option	[—]	[—]	$	[—] per Share	Equal annual installments on each of the first four anniversaries of the Date of Grant
Restricted Shares [if applicable]	[—]	[—]		N/A	Equal annual installments on each of the first three anniversaries of the Date of Grant
Performance Share Units1 (FY [—] Performance Share Incentive Award) [if applicable]	[—]	[—] units (Target) 2		N/A	[—]

¹  Actual payout amount to be determined at the conclusion of the performance period.

²  Fractional Shares or Units will be subject to rounding conventions adopted by the Company from time to time; provided that in no event will the total Shares or Units issued exceed the total Shares or Units granted under the award.

I. Terms of Grant. See Appendix A to this Notice.

II. Impact of Termination of Employment. See Appendix B to this Notice

- Notice -

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NOTICE OF SHARE-BASED AWARDS

(KEY EMPLOYEE)

To:	(“Grantee”)
Date of Notice:

III. Performance Objectives: [if applicable]

A. FY [—] Performance Share Incentive Award. Payment of any unrestricted Nordson Common Shares under the Performance Share Incentive Award is contingent upon the Company’s achievement of specified performance levels of [—] over the performance period (FY [—] through FY [—]) as set out in the table below.

[Insert measure(s) and levels established by the Compensation Committee.
Threshold (50% payout)			Target (100% payout)			Maximum (200% payout)
$	[—	]	$	[—	]	$	[—	]

The Compensation Committee, in its sole discretion, may modify the performance measure(s) applicable to the Award, or the related threshold, target and maximum performance levels, or the actual payouts, in whole or in part, as the Committee deems appropriate and equitable to reflect a change in the business, operations, corporate structure or capital structure of the Company or its affiliates, the manner in which it conducts its business, or other events or circumstances.

IV. Miscellaneous Provisions:

A. Forfeiture. The stock option award is subject to forfeiture as provided in Appendix C, “Harmful Activity.”

B. No Employment Contract. Nothing contained in this Notice shall confer upon you any right with respect to continuance of employment by the Company and its Subsidiaries, nor limit or affect in any manner the right of the Company and its Subsidiaries to terminate your employment or adjust your compensation.

C. Relation to Other Benefits. Any economic or other benefit to you under this Notice or the Plan shall not be taken into account in determining any benefits to which you may be entitled under any profit-sharing, retirement, life insurance or other benefit or compensation plan maintained by the Company or a Subsidiary unless expressly provided for in the respective plans.

D. Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws and listing requirements with respect to the awards; provided that, notwithstanding any other provision of this Notice, and only to the extent permitted under Section 409A of the Code, the Company shall not be obligated to deliver any Shares pursuant to this Notice if the delivery thereof would result in a violation of any such law or listing requirement.

- Notice -

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NOTICE OF SHARE-BASED AWARDS

(KEY EMPLOYEE)

To:	(“Grantee”)
Date of Notice:

E. Amendments. Subject to the terms of the Plan, the Committee may modify this Notice upon written notice to you. Any amendment to the Plan shall be deemed to be an amendment to this Notice to the extent that the amendment is applicable hereto. Notwithstanding the foregoing, no amendment of the Plan or this Notice shall adversely affect your rights under this Notice without your consent unless the Committee determines, in good faith, that such amendment is required for the Notice to either be exempt from the application of, or comply with, the requirements of Section 409A of the Code, or as otherwise may be provided in the Plan.

F. Severability. In the event that one or more of the provisions of this Notice shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

G. Relation to Plan. This Notice (along with Appendices A, B and C) is subject to the terms and conditions of the Plan and, together with the Plan, contain the entire understanding of the parties with respect to the subject matter contained in this Notice, and supersede all prior written or oral communications, representations and negotiations in respect thereto. In the event of any inconsistency between the provisions of this Notice and the Plan, the Plan shall govern. Capitalized terms used herein (and the related Appendices A, B and C) without definition shall have the meanings assigned to them in the Plan. See Appendices D and E to this Notice for the Plan Document and Plan Summary, respectively.

H. Successors and Assigns. The provisions of this Notice shall inure to the benefit of, and be binding upon your successors, administrators, heirs, legal representatives and assigns, and the successors and assigns of the Company.

I. Governing Law. The interpretation, performance, and enforcement of this Notice shall be governed by the laws of the State of Ohio, without giving effect to the principles of conflict of laws thereof.

J. Electronic Delivery. You hereby consent and agree to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, grant or award notifications, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered under the Plan. You have the right at any time to request that the Company deliver written copies of any and all materials referred to above at no charge. You also hereby consent to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agrees that your electronic response or signature is the same as, and shall have the same force and effect as your manual signature.

- Notice -

3 of 34

NOTICE OF SHARE-BASED AWARDS

(KEY EMPLOYEE)

To:	(“Grantee”)
Date of Notice:

K. Tax Withholding. To the extent the Company or any Subsidiary is required to withhold any federal, state, local, foreign or other taxes in connection with a Stock Option exercise, the vesting of Restricted Shares or the settlement of Performance Share Units, then the Company or Subsidiary (as applicable) shall retain a number of Shares otherwise deliverable or vested with a value equal to the required withholding (based on the Fair Market Value of the Shares on the applicable date); provided that in no event shall the value of the Shares retained exceed the minimum amount of taxes required to be withheld or such other amount that will not result in a negative accounting impact. Notwithstanding the foregoing, you may elect, in accordance with procedures adopted by the Company from time to time, to either (i) pay or provide for payment of the required tax withholding, or (ii) have the required tax withholding deducted from any amount of salary, bonus, incentive compensation or other amounts otherwise payable in cash to you; provided that the Company may require the use of one or both of these methods in the event that the Company or any Subsidiary is required to withhold taxes at any time other than upon delivery or vesting of the Shares.

- Notice -

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APPENDIX A:

TERMS OF GRANT

KEY EMPLOYEE STOCK OPTION AWARDS

Each Stock Option Award granted pursuant to the Compensation Committee’s [—] Resolution (“Resolution”), shall have, in addition to any terms and conditions set forth in the Notice and the Plan, the following terms and conditions:

	FY [—] Key Employee Stock Option Award
Form of Grant	Non-qualified Stock Options
Grant Period	Fiscal Year [—]
Date of Grant	[—]
Vesting Date	Four equal annual installments on each of the first four anniversaries of the Date of Grant.
Term	Each Stock Option shall expire on midnight of the tenth anniversary of the Date of Grant.
Exercise	To the extent that the Stock Option becomes vested and exercisable, it may be exercised in whole or in part from time to time by written notice to the Company or its designee stating the number of Shares for which the Stock Option is being exercised, the intended manner of payment to cover the exercise price, taxes or any brokerage fees or commissions, and such other provisions as may be required by the Company or its designee. The vested Stock Option may be exercised prior to its expiration date, during the lifetime of the Grantee, only by the Grantee, or in the event of his legal incapacity, by his guardian or legal representative acting on behalf of the Grantee in a fiduciary capacity under state law and court supervision. If the Grantee dies before the expiration of the Stock Option, all or part of this Stock Option may be exercised (prior to expiration) by the personal representative of the Grantee or by any person who has acquired this Stock Option directly from the Grantee by will, bequest or inheritance but only to the extent that the Stock Option was vested and exercisable upon the Grantee’s death. The exercise price and taxes due as a consequence of the exercise are payable (i) in cash or by certified or cashier’s check or other cash equivalent acceptable to the Company payable to the order of the Company, (ii) by surrender of vested Shares (including by attestation) owned by the Grantee having an aggregate Fair Market Value at the time of exercise equal to the total exercise price, (iii) by a reduction in the number of Common Shares to be received upon exercise of the Stock Option (in which case shares may be reduced only to satisfy the minimum withholding tax required by federal, state and local authorities, unless otherwise determined by the Committee, or (iv) by a combination of the foregoing methods.
Delivery of Shares	Subject to the terms and conditions contained herein, Shares shall be delivered to the Grantee as soon as administratively practicable following the date the Grantee (i) exercises the Stock Option in accordance with the procedures outlined above, (ii) makes full payment to the Company or its designee of the exercise price and (iii) makes arrangements satisfactorily to the Company (or any Subsidiary, if applicable) for the payment of any required withholding taxes or brokerage fees/commissions related to the exercise of the Stock Option. The Grantee shall not possess any incidents of ownership (including, without limitation, dividend and voting rights) in the Shares until such Shares have been delivered to the Grantee.

APPENDIX A:

TERMS OF GRANT

FY [—] Key Employee Stock Option Award

Transferability

All Non-Qualified Stock Options shall be transferable and such options may be exercised by the transferee; provided, however, that (i) Non-Qualified Stock Options shall only be transferable to Family Members, trusts with third party trustees and for the sole benefit of Family Member beneficiaries, partnerships whose only partners are Family Members, and organizations exempt from income tax under §501(c)(3) of the Internal Revenue Code (provided, in this latter case, that all transferred Non-Qualified Stock Options must be vested); (ii) any such transfer must be without consideration (except when required by court order); (iii) once transferred, Non-Qualified Stock Options may not be further transferred by the transferee, except (a) by will or the laws of descent and distribution or (b) for a transfer by a trust or a partnership to a trust beneficiary or a partner, respectively; and (iv) the Company receives a copy of the document deemed necessary by the Committee establishing the validity of the transfer and requiring the transferee to accept and comply with the terms and conditions of the Non-Qualified Stock Option, the applicable Plan and any related Committee rules. “Family Members” shall include children, stepchildren, grandchildren, parents, stepparents, grandparents, spouses, siblings, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law, sisters-in-law, nieces or nephews, including adoptive relationships. In the event a Stock Option has been transferred, a Participant will be obligated to pay, on the date of exercise, all taxes associated with the exercise of the Stock Option. If the Participant fails to so pay all taxes associated with the exercise, such taxes will be paid by reducing the number of Common Shares to be received upon exercise.

Appendix A - 6

APPENDIX A:

TERMS OF GRANT

[If applicable]

KEY EMPLOYEE RESTRICTED SHARE AWARDS – Cliff Vesting

Each Restricted Share Award granted pursuant to the Resolution shall have, in addition to any terms and conditions set forth in the Notice and the Plan, the following terms and conditions:

	FY [—] Key Employee Restricted Share Award
Form of Grant	Restricted Shares
Grant Period	Fiscal Year [—]
Date of Grant	[—]
Vesting Date	[—]
Transferability	The Restricted Shares may not be sold, exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of by the Grantee, except to the Company, by will or the laws of descent and distribution, or as may otherwise be permitted by the Plan, until the Restricted Shares have vested. Any purported transfer or encumbrance in violation of this provision shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such Restricted Shares. Any permitted transferee (other than the Company) shall remain subject to all the terms and conditions applicable to the Restricted Shares prior to such transfer.
Dividend, Voting and Other Rights	Except as otherwise provided herein, from and after the Date of Grant, the Grantee shall have all of the rights of a shareholder with respect to the Restricted Shares, including the right to vote the Restricted Shares and receive any cash dividends that may be paid thereon (which such cash dividends shall be paid to the Grantee at the same time they are paid to other shareholders); provided, however, that any additional Shares of the Company or other securities that the Grantee may become entitled to receive pursuant to a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, separation or reorganization or any other change in the capital structure of the Company shall be considered Restricted Shares and shall be subject to the same restrictions as the Restricted Shares covered by the Notice.
Custody of Shares	Until the Restricted Shares have vested, the Restricted Shares shall be issued in book-entry form only and shall not be represented by a certificate. The restrictions applicable to the Restricted Shares shall be reflected on the stock transfer records maintained by or on behalf of the Company. The Grantee agrees that, in order to ensure compliance with the restrictions imposed on the Restricted Shares under the Notice, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any. Effective until the Restricted Shares have become vested, the Grantee hereby irrevocably constitutes and appoints each of the Chief Financial Officer, General Counsel and the Vice President of Human Resources of the Company as attorney-in-fact to transfer the Restricted Shares on the stock transfer records of the Company with full power of substitution.

Appendix A - 7

APPENDIX A:

TERMS OF GRANT

[If applicable]

KEY EMPLOYEE PERFORMANCE SHARE INCENTIVE AWARDS

Each Performance Share Incentive Award granted pursuant to the Resolution, shall have, in addition to any terms and conditions set forth in any Notice and the Plan, the following terms and conditions:

	FY [—]-[—] Key Employee Performance Share Incentive Award
Form of Grant	Performance Share Units
Performance Period	Fiscal Year [—] – Fiscal Year[—]
Date of Grant	[—]
Payment:	Payment of any Performance Share Units that become earned will be made in the form of Shares no later than 90 days after the end of the Performance Period. Notwithstanding the foregoing, payment of any Performance Share Units that become earned pursuant to Section 20 of the Plan (relating to a Change in Control and Potential Change in Control) shall be paid within 60 days after they become earned; provided that if the Performance Share Units are considered a “deferral of compensation” within the meaning of Section 409A of the Code, then they shall be paid within 60 days following the earlier of (i) the occurrence of a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code; or (ii) the end of the Performance Period.
Transferability	The Performance Share Units subject to the Notice are personal to the Grantee and may not be sold, exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of by the Grantee until they become earned and settled; provided, however, that the Grantee’s rights with respect to such Performance Share Units may be transferred by will or pursuant to the laws of descent and distribution. Any purported transfer or encumbrance in violation of this provision shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such Performance Share Units.
Dividend, Voting and Other Rights	The Grantee shall have no rights of ownership in the Performance Share Units or in the Shares related thereto and shall have no right to dividends or dividend equivalents and no right to vote Performance Share Units or the Shares related thereto until the date on which the Shares underlying the Performance Share Units are delivered to the Grantee.

Appendix A - 8

APPENDIX B:

IMPACT OF TERMINATION ON AWARDS

The following tables reflect the impact various termination of employment scenarios have on the Awards granted to key employees.

Reason for Termination	Impact of Termination
DEATH & DISABILITY1	Stock Options	Restricted Shares	Performance Share Incentive Award2
Vesting	Full vesting of all unvested stock options awarded (e.g., accelerated vesting)	The restriction period will terminate and all restricted shares will become vested and transferable	Grantee shall earn a pro-rated number of Performance Share Units (rounded to the nearest whole number) equal to (i) the number of Performance Share Units to which the Grantee would have been entitled based on the performance of the Company during the full performance period, multiplied by (ii) a fraction, the numerator of which is the number of days that the Grantee was employed during the Performance Period and the denominator of which is the number of days in the performance period.
Option Expiration Date	Midnight of the 10th anniversary of the grant date.	N/A	N/A

Reason for Termination	Impact of Termination
RETIREMENT AT AGE 653	Stock Options	Restricted Shares	Performance Share Incentive Award2
Vesting	Grants made less than 12 months prior to termination date are forfeited; Vesting continues for all other unvested stock options granted	Grants made less than 12 months prior to termination date are forfeited; For all other unvested restricted shares at the time of retirement, the restriction period will terminate and all restricted shares will become vested and transferable.	Grantee shall earn a pro-rated number of Performance Share Units (rounded to the nearest whole number) equal to (i) the number of Performance Share Units to which the Grantee would have been entitled based on the performance of the Company during the full performance period, multiplied by (ii) a fraction, the numerator of which is the number of days that the Grantee was employed

APPENDIX B:

IMPACT OF TERMINATION ON AWARDS

Reason for Termination	Impact of Termination
RETIREMENT AT AGE 653	Stock Options	Restricted Shares	Performance Share Incentive Award2
			during the performance period and the denominator of which is the number of days in the performance period.
Option Expiration Date	Midnight of the 10th anniversary of the grant date.	N/A	N/A

Reason for Termination	Impact of Termination
EARLY RETIREMENT4	Stock Options	Restricted Shares	Performance Share Incentive Award2
Vesting	Grants made less than 12 months prior to termination date are forfeited; Vesting continues for all other unvested stock options granted	Grants made less than 12 months prior to termination date are forfeited; For all other unvested Restricted Shares at the time of retirement, the restriction period will terminate with respect to that number of shares of Restricted Shares (rounded to the nearest whole number) equal to the product of (i) the total number of shares of Restricted Shares multiplied by (ii) a fraction the numerator of which is the number of full months that have elapsed since the date of grant and the denominator of which is the number of full months of the full restriction period, and that number of shares of Restricted Shares will become vested and transferable.	Grantee shall earn a pro-rated number of Performance Share Units (rounded to the nearest whole number) equal to (i) the number of Performance Share Units to which the Grantee would have been entitled based on the performance of the Company during the full performance period, multiplied by (ii) a fraction, the numerator of which is the number of days that the Grantee was employed during the performance period and the denominator of which is the number of days in the performance period.

Appendix B - 10

APPENDIX B:

IMPACT OF TERMINATION ON AWARDS

Reason for Termination	Impact of Termination
EARLY RETIREMENT4	Stock Options	Restricted Shares	Performance Share Incentive Award2
		The Committee may, in its discretion, waive the forfeiture of any or all such remaining shares.
Option Expiration Date	Earlier of (i) the 5th anniversary of the date of termination or (ii) midnight of the 10th anniversary of the grant date.	N/A	N/A

Reason for Termination	Impact of Termination
INVOLUNTARY TERMINATION (other than a violation of the Company’s Code of Ethics and Business Conduct)	Stock Options	Restricted Shares	Performance Share Incentive Award2
Vesting	All unvested options are forfeited as of the termination date	All unvested shares of restricted stock will be forfeited as of the date of termination; except that the Committee may, in its discretion, waive the automatic forfeiture of, and the restrictions on, any or all such shares.	All unvested performance share units are forfeited; except that the Committee may, in its discretion, waive the automatic forfeiture of, and the restrictions on, any or all such shares.
Option Expiration Date	Earlier of (i) 90 days after the date of termination and (ii) midnight of the 10th anniversary of the grant date.	N/A	N/A

Appendix B - 11

APPENDIX B:

IMPACT OF TERMINATION ON AWARDS

Reason for Termination	Impact of Termination
VOLUNTARY TERMINATION or TERMINATION DUE TO A VIOLATION OF THE COMPANY’S CODE OF ETHICS AND BUSINESS CONDUCT	Stock Options	Restricted Shares	Performance Share Incentive Award2
Vesting	All vested and unvested options are forfeited as of the termination date.	All unvested shares of restricted shares will be forfeited as of the date of termination.	All unvested performance share units are forfeited.
Option Expiration Date	On the termination date.	N/A	N/A

1. Death and Disability: defined as a physical or mental impairment, due to accident or illness that renders a Grantee incapable of performing the duties of his normal occupation, as determined by management. Management may, in its discretion, require that the existence of the Disability be verified by a physician approved by management.

2. Achievement of performance levels will be verified by the Compensation Committee and payouts, if any, will be remitted following the conclusion of a performance period.

3. Under the terms of the Nordson Corporation Salaried Employees Pension Plan for U.S. employees or applicable retirement plans for employees of Nordson international subsidiaries.

4. Retirement no earlier than age 55 but before age 65, with no less than 5 years of service as defined under the Nordson Corporation Salaried Employees Pension Plan, for U.S. employees. For employees of Nordson international subsidiaries, “early retirement” is defined as retirement no earlier than age 55 but before the normal retirement age under the applicable retirement plan.

Appendix B - 12

APPENDIX C:

HARMFUL ACTIVITY

“Harmful Activity.” If a grantee engages in any “harmful activity” prior to or within one year after termination of employment with the Company, then (a) any Covered Option held by the grantee that has vested, (b) any Profits realized by the grantee or transferee of the grantee upon the exercise of any Covered Option and (c) any Profits realized upon the sale of any vested shares on or after one year prior to the date of termination of employment with the Company shall inure to the Company. The aforementioned restriction shall not apply in the event that employment with the Company is terminated under the provisions of any employment agreement between the Company and the grantee, which agreement becomes operative upon a change of control of the Company, or termination of employment under circumstances in which a grantee is entitled to severance benefits or salary continuation or similar benefits under a severance or separation pay plan.

If any vested shares of a Covered Option, or any Profits realized upon the exercise of any Covered Option inure to the benefit of the Company in accordance with the first sentence of the previous paragraph, a grantee shall provide all such forfeited shares and pay all such Profits to the Company within 30 days after first engaging in any Harmful Activity and all Awards that have not yet vested and all unexercised Covered Options shall immediately be forfeited and canceled. Determination as to whether a Grantee engaged in “harmful activity” prior to or within one year after termination of employment with the Company shall be at the Committee’s discretion and such determination shall be final and conclusive.

A “harmful activity” shall have occurred if a grantee shall engage in one or more of the following:

(a) Use, publish, sell, trade or otherwise disclose Non-Public Information of the Company unless such prohibited activity was inadvertent, done in good faith and did not cause significant harm to the Company;

(b) After written notice from the Company, fail to return to the Company any document, data, or thing in a grantee’s possession or to which a grantee has access that may involve Non-Public Information of the Company;

(c) After notice from the Company, fail to assign to the Company all right, title, and interest in and to any confidential or non-confidential Intellectual Property which a grantee created, in whole or in part, during employment with the Company, including, without limitation, copyrights, trademarks, service marks, and patents in or to (or associated with) such Intellectual Property;

(d) After notice from the Company, fail to agree to do any acts and sign any document reasonably requested by the Company to assign and convey all right, title, and interest in and to any confidential or non-confidential Intellectual Property which a grantee created, in whole or in part, during employment with the Company, including, without limitation, the signing of patent applications and assignments thereof;

(e) Upon a grantee’s own behalf or upon behalf of any other person or entity that competes or plans to compete with the Company, solicit or entice for employment or hire any employee of the Company;

(f) Upon a grantee’s own behalf or upon behalf of any other person or entity that competes or plans to compete with the Company, call upon, solicit, or do business with (other than business which does not compete with any business conducted by the Company) any customer of the Company a grantee called upon, solicited, interacted with, or became acquainted with, or learned of through access to information (whether or not such information is or was non-public) while employed at

Appendix C - 13

APPENDIX C:

HARMFUL ACTIVITY

the Company unless such prohibited activity was inadvertent, done in good faith, and did not involve a customer whom a grantee should have reasonably known was a customer of the Company;

(g) Upon a grantee’s own behalf or upon behalf of any other person or entity that competes or plans to compete with the Company, engage in any business activity in competition with the Company in the same or a closely related activity that a grantee was engaged in for the Company during the one year period prior to the termination of employment; or

(h) Engage in behavior that violates the non-competition provision of the Employee Agreement or any non-compete provision of any employment contract between the grantee and the Company.

For purposes of this Attachment:

“Covered Option” means any option for the purchase of Nordson Common Shares awarded by the Compensation Committee or Chief Executive Officer pursuant to the authority granted under the 2012 SIAP or, in the case of the Chief Executive Officer, under delegation from the Compensation Committee.

“Intellectual Property” means any invention, idea, product, method of doing business, market or business plan, process, program, software, formula, method, work of authorship, or other information, or thing.

“Non-Public Information” means, but is not limited to, trade secrets, confidential processes, programs, software, formulas, methods, business information or plans, financial information, and listings of names (e.g., grantees, customers, and suppliers) that are developed, owned, utilized, or maintained by an employer such as the Company, and that of its customers or suppliers, and that are not generally known by the public.

“Profit” means, with respect to any Covered Option, the spread between the Fair Market Value of a share of Nordson Common Stock on the date of exercise and the exercise price, as the case may be, multiplied by the number of shares exercised under the Covered Option.

Appendix C - 14

APPENDIX D:

NORDSON CORPORATION

2012 STOCK INCENTIVE AND AWARD PLAN

1. Establishment, Purpose, Duration.

a. Establishment. Nordson Corporation (the “Company”), hereby establishes an equity compensation plan to be known as the Nordson Corporation 2012 Stock Incentive and Award Plan (the “Plan”). The Plan is effective as of December 28, 2012 (the “Effective Date”), subject to the approval of the Plan by the shareholders of the Company (the date of such shareholder approval being the “Approval Date”). Definitions of capitalized terms used in the Plan are contained in Section 0 of the Plan.

b. Purpose. The purpose of the Plan is to attract and retain Directors, officers and other key employees of the Company and its Subsidiaries and to provide to such persons incentives and rewards for superior performance.

c. Duration. No Award may be granted under the Plan after the day immediately preceding the tenth (10th) anniversary of the Effective Date, or such earlier date as the Board shall determine. The Plan will remain in effect with respect to outstanding Awards until no Awards remain outstanding.

d. Prior Plan. If the Company’s shareholders approve the Plan, the Nordson Corporation Amended and Restated 2004 Long-Term Performance Plan (the “Prior Plan”) will terminate in its entirety effective on the Approval Date; provided that all outstanding awards under the Prior Plan as of the Approval Date shall remain outstanding and shall be administered and settled in accordance with the provisions of the Prior Plan.

2. Definitions. As used in the Plan, the following definitions shall apply.

“Applicable Laws” means the applicable requirements relating to the administration of equity-based compensation plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, the rules of any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws of any other country or jurisdiction where Awards are granted under the Plan.

“Approval Date” has the meaning given such term in Section 0(a).

“Award” means a Nonqualified Stock Option, Incentive Stock Option, Stock Appreciation Right, Restricted Shares Award, Restricted Share Unit, Other Share-Based Award or Cash-Based Award granted pursuant to the terms and conditions of the Plan.

“Award Agreement” means either: (a) an agreement, either in written or electronic format, entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award granted under the Plan; or (b) a statement, either in written or electronic format, issued by the Company to a Participant describing the terms and provisions of such Award, which need not be signed by the Participant.

“Board” means the Board of Directors of the Company.

“Cash-Based Award” shall mean a cash Award granted pursuant to Section 11 of the Plan.

“Cause” as a reason for a Participant’s termination of employment shall have the meaning assigned such term in the employment agreement (or, if operative, the Change-in-Control Retention Agreement), if any, between the Participant and the Company or Subsidiary. If the Participant is not a party to an employment agreement (or Change-in-Control Retention Agreement) with the Company or a Subsidiary in which such term is defined, then unless otherwise defined in the applicable Award Agreement, “Cause” shall mean (i) the commission of an act of fraud, embezzlement, theft, or other similar criminal act constituting a felony and involving the business of the Company or its Subsidiaries, or (ii) the continued failure of the Participant to perform substantially the Participant’s duties with the Company or any of its Subsidiaries (other than any such failure resulting from any medically determined physical or mental impairment) that is not cured by the Participant within 30 days after a written demand for substantial performance is delivered to the Participant by the Company which specifically identifies the manner in which the Company believes that the Participant has not substantially performed the Participant’s duties.

“Change in Control” means the occurrence of one of the following events: (a) a report is filed with the SEC on Schedule 13D or Schedule 14D-1 (or any successor schedule, form, or report), each as promulgated pursuant to the Exchange Act, disclosing that any “person” (as the term “person” is used in

APPENDIX D:

NORDSON CORPORATION

2012 STOCK INCENTIVE AND AWARD PLAN

Section 13(d) or Section 14(d)(2) of the Exchange Act) is or has become a beneficial owner, directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities; (b) the Company is merged or consolidated with another corporation and, as a result thereof, securities representing less than 50% of the combined voting power of the surviving or resulting corporation’s securities (or of the securities of a parent corporation in case of a merger in which the surviving or resulting corporation becomes a wholly-owned subsidiary of the parent corporation) are owned in the aggregate by holders of the Company’s securities immediately before such merger or consolidation; (c) all or substantially all of the assets of the Company are sold in a single transaction or a series of related transactions to a single purchaser or a group of affiliated purchasers; or (d) during any period of 24 consecutive months, individuals who were Directors at the beginning of the period cease to constitute at least a majority of the Board unless the election, or nomination for election by the Company’s shareholders, of more than one half of any new Directors was approved by a vote of at least two-thirds of the Directors then still in office who were Directors at the beginning of the 24 month period.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means the Compensation Committee of the Board or such other committee or subcommittee of the Board as may be duly appointed to administer the Plan and having such powers in each instance as shall be specified by the Board. To the extent required by Applicable Laws, the Committee shall consist of two or more members of the Board, each of whom is a “non-employee director” within the meaning of Rule 16b-3 promulgated under the Exchange Act, an “outside director” within the meaning of regulations promulgated under Section 162(m) of the Code, and an “independent director” within the meaning of applicable rules of any securities exchange upon which Shares are listed.

“Company” has the meaning given such term in Section 1(a) and any successor thereto.

“Date of Grant” means the date as of which an Award is determined to be effective and designated in a resolution by the Committee and is granted pursuant to the Plan. The Date of Grant shall not be earlier than the date of the resolution and action therein by the Committee. In no event shall the Date of Grant be earlier than the Effective Date.

“Director” means any individual who is a member of the Board who is not an Employee.

“Effective Date” has the meaning given such term in Section 0(a).

“Employee” means any employee of the Company or a Subsidiary; provided, however, that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, the term “Employee” has the meaning given to such term in Section 3401(c) of the Code, as interpreted by the regulations thereunder and Applicable Law.

“Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.

“Fair Market Value” means the value of one Share on any relevant date, determined under the following rules: (a) the closing sale price per Share on that date as reported on the principal exchange on which Shares are then trading, if any, or if applicable the NASDAQ Global Select Market, or if there are no sales on that date, on the next preceding trading day during which a sale occurred; (b) if the Shares are not reported on a principal exchange or national market system, the average of the closing bid and asked prices last quoted on that date by an established quotation service for over-the-counter securities; or (c) if neither (a) nor (b) applies, (i) with respect to Stock Options, Stock Appreciation Rights and any Award of stock rights that is subject to Section 409A of the Code, the value as determined by the Committee through the reasonable application of a reasonable valuation method, taking into account all information material to the value of the Company, within the meaning of Section 409A of the Code, and (ii) with respect to all other Awards, the fair market value as determined by the Committee in good faith.

“Full Value Award” means an Award that is settled by the issuance of Shares, other than a Stock Option or a Stock Appreciation Right.

“Good Reason” as a reason for a Participant’s termination of employment shall have the meaning assigned such term in the Change-in-Control Retention Agreement, if any, between the Participant and the Company or Subsidiary.

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APPENDIX D:

NORDSON CORPORATION

2012 STOCK INCENTIVE AND AWARD PLAN

“Incentive Stock Option” or “ISO” means a Stock Option that is designated as an Incentive Stock Option and that is intended to meet the requirements of Section 422 of the Code.

“Nonqualified Stock Option” means a Stock Option that is not intended to meet the requirements of Section 422 of the Code or otherwise does not meet such requirements.

“Other Share-Based Award” means an equity-based or equity-related Award not otherwise described by the terms of the Plan, granted in accordance with the terms and conditions set forth in Section 10.

“Participant” means any eligible individual as set forth in Section 5 who holds one or more outstanding Awards.

“Performance-Based Exception” means the performance-based exception from the tax deductibility limitations of Section 162(m) of the Code.

“Performance Objectives” means the performance objective or objectives established by the Committee pursuant to the Plan. Any Performance Objectives may relate to the performance of the Company or one or more of its Subsidiaries, divisions, departments, units, functions, partnerships, joint ventures or minority investments, product lines or products, or the performance of the individual Participant, and may include, without limitation, the Performance Objectives set forth in Section 13(b). The Performance Objectives may be made relative to the performance of a group of comparable companies, or published or special index that the Committee, in its sole discretion, deems appropriate, or the Company may select Performance Objectives as compared to various stock market indices. Performance Objectives may be stated as a combination of the listed factors.

“Plan” means this Nordson Corporation 2012 Stock and Incentive Award Plan, as amended from time to time.

“Potential Change in Control” means a report is filed with the SEC on Schedule 13D or Schedule 14D-1 (or any successor schedule, form, or report), each as promulgated pursuant to the Exchange Act, disclosing that any “person” (as the term “person” is used in Section 13(d) or Section 14(d)(2) of the Exchange Act) is or has become a beneficial owner, directly or indirectly, of securities of the Company representing at least 25% but less than 35% of the combined voting power of the Company’s then outstanding securities.

“Potential Change in Control Protection Period” means the period commencing on a Potential Change in Control and ending on the earlier of (i) a Change in Control, or (ii) the second anniversary of the Potential Change in Control.

“Prior Plan” has the meaning given such term in Section 0(d).

“Qualified Termination” means any termination of a Participant’s employment during the Potential Change in Control Protection Period: (i) by the Company, any of its Subsidiaries or the resulting entity without Cause, or (ii) solely with respect to a Participant who is a party to a Change-in-Control Retention Agreement with the Company or a Subsidiary immediately prior to a Potential Change in Control, by the Participant for Good Reason.

“Restricted Shares” means Shares granted or sold pursuant to Section 0 as to which neither the substantial risk of forfeiture nor the prohibition on transfers referred to in such Section 0 has expired.

“Restricted Share Unit” means a grant or sale of the right to receive Shares or cash at the end of a specified restricted period made pursuant to Section 0.

“SEC” means the United States Securities and Exchange Commission.

“Share” means a share of common stock of the Company, without par value, or any security into which such Share may be changed by reason of any transaction or event of the type referred to in Section 15.

“Stock Appreciation Right” means a right granted pursuant to Section 0.

“Stock Option” means a right to purchase a Share granted to a Participant under the Plan in accordance with the terms and conditions set forth in Section 0. Stock Options may be either Incentive Stock Options or Nonqualified Stock Options.

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APPENDIX D:

NORDSON CORPORATION

2012 STOCK INCENTIVE AND AWARD PLAN

“Subsidiary” means: (a) with respect to an Incentive Stock Option, a “subsidiary corporation” as defined under Section 424(f) of the Code; and (b) for all other purposes under the Plan, any corporation or other entity in which the Company owns, directly or indirectly, a proprietary interest of more than fifty (50%) by reason of stock ownership or otherwise.

“Ten Percent Shareholder” shall mean any Participant who owns more than 10% of the combined voting power of all classes of stock of the Company, within the meaning of Section 422 of the Code.

3. Shares Available Under the Plan.

a. Shares Available for Awards. The maximum number of Shares that may be issued or delivered pursuant to Awards under the Plan shall be 2,900,000, including the number of Shares that, on the Approval Date, are available to be granted under the Prior Plan but which are not then subject to outstanding awards under the Prior Plan, all of which may be granted with respect to Incentive Stock Options. Shares issued or delivered pursuant to an Award may be authorized but unissued Shares, treasury Shares, including Shares purchased in the open market, or a combination of the foregoing. The aggregate number of Shares available for issuance or delivery under the Plan shall be subject to adjustment as provided in Section 15.

b. Share Counting. The following Shares shall not count against the Share limit in Section 3(a): (i) Shares covered by an Award that expires or is forfeited, canceled, surrendered, or otherwise terminated without the issuance of such Shares; (ii) Shares covered by an Award that is settled only in cash; (iii) Shares tendered in payment of the exercise price of a Stock Option; (iv) Shares withheld by the Company or any Subsidiary to satisfy a tax withholding obligation; and (v) Shares granted through the assumption of, or in substitution for, outstanding awards granted by a company to individuals who become Employees or Directors as the result of a merger, consolidation, acquisition or other corporate transaction involving such company and the Company or any of its Affiliates (except as may be required by reason of the rules and regulations of any stock exchange or other trading market on which the Shares are listed). With respect to any Stock Appreciation Right that is settled in Shares, only the Shares used to settle the Stock Appreciation Right upon exercise shall count against the number of Shares available for Awards under the Plan. In addition, Shares subject to outstanding awards under the Prior Plan as of the Approval Date that on or after the Approval Date are forfeited, canceled, surrendered or otherwise terminated without the issuance of such Shares shall be available for issuance or delivery under this Plan. Notwithstanding anything contained herein to the contrary, Shares that are repurchased by the Company with Stock Option proceeds shall not be added back to the number of Shares reserved in Section 3(a). This Section 3(b) shall apply to the number of Shares reserved and available for Incentive Stock Options only to the extent consistent with applicable Treasury regulations relating to Incentive Stock Options under the Code.

c. Per Participant Share Limits. Subject to adjustment as provided in Section 15 of the Plan, the following limits shall apply with respect to Awards that are intended to qualify for the Performance-Based Exception: (i) the maximum aggregate number of Shares that may be subject to Stock Options or Stock Appreciation Rights granted in any calendar year to any one Participant shall be 750,000 Shares; (ii) the maximum aggregate number of Restricted Shares granted in any calendar year to any one Participant shall be 250,000 Shares; (iii) the maximum aggregate number of shares that may be issued or delivered pursuant to Restricted Share Units or Other Share-Based Awards granted in any calendar year to any one Participant shall be 250,000 Shares, provided that if the Restricted Share Units or Other Share-Based Awards are subject to a performance period of more than one year, the maximum shall equal the product of 250,000 Shares and the full number of years in the performance period; and (iv) the maximum aggregate compensation that may be paid under a Cash-Based Award granted in any calendar year to any one Participant shall be $5,000,000 or a number of Shares having an aggregate Fair Market Value not in excess of such amount, provided that if the Cash-Based Award is subject to a performance period of more than one year, the maximum shall equal the product of $5,000,000 and the full number of years in the performance period.

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APPENDIX D:

NORDSON CORPORATION

2012 STOCK INCENTIVE AND AWARD PLAN

4. Administration of the Plan.

a. In General. The Plan shall be administered by the Committee. Except as otherwise provided by the Board, the Committee shall have full and final authority in its discretion to take all actions determined by the Committee to be necessary in the administration of the Plan, including, without limitation, discretion to: select Award recipients; determine the sizes and types of Awards; determine the terms and conditions of Awards in a manner consistent with the Plan; grant waivers of terms, conditions, restrictions and limitations applicable to any Award, or accelerate the vesting or exercisability of any Award, in a manner consistent with the Plan; construe and interpret the Plan and any Award Agreement or other agreement or instrument entered into under the Plan; establish, amend, or waive rules and regulations for the Plan’s administration; and take such other action, not inconsistent with the terms of the Plan, as the Committee deems appropriate. To the extent permitted by Applicable Laws, the Committee may, in its discretion, delegate to one or more Directors or Employees any of the Committee’s authority under the Plan. The acts of any such delegates shall be treated hereunder as acts of the Committee with respect to any matters so delegated.

b. Determinations. The Committee shall have no obligation to treat Participants or eligible Participants uniformly, and the Committee may make determinations under the Plan selectively among Participants who receive, or Employees or Directors who are eligible to receive, Awards (whether or not such Participants or eligible Employees or Directors are similarly situated). All determinations and decisions made by the Committee pursuant to the provisions of the Plan and all related orders and resolutions of the Committee shall be final, conclusive and binding on all persons, including the Company, its Subsidiaries, its shareholders, Directors, Employees, Participants and their estates and beneficiaries.

c. Authority of the Board. The Board may reserve to itself any or all of the authority or responsibility of the Committee under the Plan or may act as the administrator of the Plan for any and all purposes. To the extent the Board has reserved any such authority or responsibility or during any time that the Board is acting as administrator of the Plan, it shall have all the powers of the Committee hereunder, and any reference herein to the Committee (other than in this Section 4(c)) shall include the Board. To the extent that any action of the Board under the Plan conflicts with any action taken by the Committee, the action of the Board shall control.

5. Eligibility and Participation. Each Employee and Director is eligible to participate in the Plan. Subject to the provisions of the Plan, the Committee may, from time to time, select from all eligible Employees and Directors those to whom Awards shall be granted and shall determine, in its sole discretion, the nature of any and all terms permissible by Applicable Law and the amount of each Award.

6. Stock Options. Subject to the terms and conditions of the Plan, Stock Options may be granted to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.

a. Award Agreement. Each Stock Option shall be evidenced by an Award Agreement that shall specify the exercise price, the term of the Stock Option, the number of Shares covered by the Stock Option, the conditions upon which the Stock Option shall become vested and exercisable and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan. The Award Agreement also shall specify whether the Stock Option is intended to be an Incentive Stock Option or a Nonqualified Stock Option.

b. Exercise Price. The exercise price per Share of a Stock Option shall be determined by the Committee at the time the Stock Option is granted and shall be specified in the related Award Agreement; provided, however, that in no event shall the exercise price per Share of any Stock Option be less than one hundred percent (100%) of the Fair Market Value of a Share on the Date of Grant.

c. Term. The term of a Stock Option shall be determined by the Committee and set forth in the related Award Agreement; provided, however, that in no event shall the term of any Stock Option exceed ten (10) years from its Date of Grant.

d. Exercisability. Stock Options shall become vested and exercisable at such times and upon such terms and conditions as shall be determined by the Committee and set forth in the related Award Agreement. Such terms and conditions may include, without limitation, the satisfaction of (a) performance goals based on one or more Performance Objectives, and/or (b) time-based vesting requirements.

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APPENDIX D:

NORDSON CORPORATION

2012 STOCK INCENTIVE AND AWARD PLAN

e. Exercise of Stock Options. Except as otherwise provided in the Plan or in a related Award Agreement, a Stock Option may be exercised for all or any portion of the Shares for which it is then exercisable. A Stock Option shall be exercised by the delivery of a notice of exercise to the Company or its designee in a form specified by the Company which sets forth the number of Shares with respect to which the Stock Option is to be exercised and full payment of the exercise price for such Shares. The exercise price of a Stock Option may be paid, in the discretion of the Committee and as set forth in the applicable Award Agreement: (i) in cash or its equivalent; (ii) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the aggregate exercise price; (iii) by a cashless exercise (including by withholding Shares deliverable upon exercise and through a broker-assisted arrangement to the extent permitted by Applicable Laws); (iv) by a combination of the methods described in clauses (i), (ii) and/or (iii); or (v) through any other method approved by the Committee in its sole discretion. As soon as practicable after receipt of the notification of exercise and full payment of the exercise price, the Company shall cause the appropriate number of Shares to be issued to the Participant.

f. Special Rules Applicable to Incentive Stock Options. Notwithstanding any other provision in the Plan to the contrary:

(i) Incentive Stock Options may be granted only to Employees of the Company and its Subsidiaries. The terms and conditions of Incentive Stock Options shall be subject to and comply with the requirements of Section 422 of the Code.

(ii) To the extent that the aggregate Fair Market Value of the Shares (determined as of the Date of Grant) with respect to which an Incentive Stock Option is exercisable for the first time by any Participant during any calendar year (under all plans of the Company and its Subsidiaries) is greater than $100,000 (or such other amount specified in Section 422 of the Code), as calculated under Section 422 of the Code, then the Stock Option shall be treated as a Nonqualified Stock Option.

(iii) No Incentive Stock Option shall be granted to any Participant who, on the Date of Grant, is a Ten Percent Shareholder, unless (x) the exercise price per Share of such Incentive Stock Option is at least one hundred and ten percent (110%) of the Fair Market Value of a Share on the Date of Grant, and (y) the term of such Incentive Stock Option shall not exceed five (5) years from the Date of Grant.

7. Stock Appreciation Rights. Subject to the terms and conditions of the Plan, Stock Appreciation Rights may be granted to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.

a. Award Agreement. Each Stock Appreciation Right shall be evidenced by an Award Agreement that shall specify the exercise price, the term of the Stock Appreciation Right, the number of Shares covered by the Stock Appreciation Right, the conditions upon which the Stock Appreciation Right shall become vested and exercisable and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan.

b. Exercise Price. The exercise price per Share of a Stock Appreciation Right shall be determined by the Committee at the time the Stock Appreciation Right is granted and shall be specified in the related Award Agreement; provided, however, that in no event shall the exercise price per Share of any Stock Appreciation Right be less than one hundred percent (100%) of the Fair Market Value of a Share on the Date of Grant.

c. Term. The term of a Stock Appreciation Right shall be determined by the Committee and set forth in the related Award Agreement; provided, however, that in no event shall the term of any Stock Appreciation Right exceed ten (10) years from its Date of Grant.

d. Exercisability of Stock Appreciation Rights. A Stock Appreciation Right shall become vested and exercisable at such times and upon such terms and conditions as may be determined by the Committee and set forth in the related Award Agreement. Such terms and conditions may include, without limitation, the satisfaction of (i) performance goals based on one or more Performance Objectives, and/or (ii) time-based vesting requirements.

e. Exercise of Stock Appreciation Rights. Except as otherwise provided in the Plan or in a related Award Agreement, a Stock Appreciation Right may be exercised for all or any portion of the Shares for

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APPENDIX D:

NORDSON CORPORATION

2012 STOCK INCENTIVE AND AWARD PLAN

which it is then exercisable. A Stock Appreciation Right shall be exercised by the delivery of a notice of exercise to the Company or its designee in a form specified by the Company which sets forth the number of Shares with respect to which the Stock Appreciation Right is to be exercised. Upon exercise, a Stock Appreciation Right shall entitle a Participant to an amount equal to (a) the excess of (i) the Fair Market Value of a Share on the exercise date over (ii) the exercise price per Share, multiplied by (b) the number of Shares with respect to which the Stock Appreciation Right is exercised. A Stock Appreciation Right may be settled in whole Shares, cash or a combination thereof, as specified by the Committee in the related Award Agreement.

8. Restricted Shares. Subject to the terms and conditions of the Plan, Restricted Shares may be granted or sold to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.

a. Award Agreement. Each Restricted Shares Award shall be evidenced by an Award Agreement that shall specify the number of Restricted Shares, the restricted period(s) applicable to the Restricted Shares, the conditions upon which the restrictions on the Restricted Shares will lapse and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan.

b. Terms, Conditions and Restrictions. The Committee shall impose such other terms, conditions and/or restrictions on any Restricted Shares as it may deem advisable, including, without limitation, a requirement that the Participant pay a purchase price for each Restricted Share, restrictions based on the achievement of specific Performance Objectives, time-based restrictions or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Shares. Unless otherwise provided in the related Award Agreement or required by applicable law, the restrictions imposed on Restricted Shares shall lapse upon the expiration or termination of the applicable restricted period and the satisfaction of any other applicable terms and conditions. Subject to Sections 18 and 20 of the Plan, or as otherwise provided in the related Award Agreement in connection with a Change in Control or a Participant’s death, disability, retirement, involuntary termination of employment or service without Cause or termination of employment or service for good reason, (i) no condition on vesting of Restricted Shares that is based upon the achievement of Performance Objectives shall be based on performance over a period of less than one year, and (ii) no condition on vesting of Restricted Shares that is based solely upon continued employment or service shall provide for vesting in full of the Restricted Shares more quickly than three (3) years from the Date of Grant of the Award (which vesting period may lapse on a pro-rated, graded, or cliff basis as specified in the Award Agreement); provided, however, that up to five percent (5%) of the Shares available for grant as Restricted Shares (together with all other Shares available for grant as Full Value Awards) may be granted with a vesting period of at least one (1) year, regardless of whether vesting is conditioned upon the achievement of Performance Objectives; provided further that these minimum vesting provisions shall not apply to any grant of Restricted Shares to Directors.

c. Custody of Certificates. To the extent deemed appropriate by the Committee, the Company may retain the certificates, if any, representing Restricted Shares in the Company’s possession until such time as all terms, conditions and/or restrictions applicable to such Shares have been satisfied or lapse.

d. Rights Associated with Restricted Shares during Restricted Period. During any restricted period applicable to Restricted Shares: (i) the Restricted Shares may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated; (ii) unless otherwise provided in the related Award Agreement, the Participant shall be entitled to exercise full voting rights associated with such Restricted Shares; and (iii) the Participant shall be entitled to all dividends and other distributions paid with respect to such Restricted Shares during the restricted period. The Award Agreement may require that receipt of any dividends or other distributions with respect to the Restricted Shares shall be subject to the same terms and conditions as the Restricted Shares with respect to which they are paid. Notwithstanding the preceding sentence, dividends or other distributions with respect to Restricted Shares that vest based on the achievement of Performance Objectives shall be accumulated until such Award is earned, and the dividends or other distributions shall not be paid if the Performance Objectives are not satisfied.

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9. Restricted Share Units. Subject to the terms and conditions of the Plan, Restricted Share Units may be granted or sold to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.

a. Award Agreement. Each Restricted Share Unit Award shall be evidenced by an Award Agreement that shall specify the number of units, the restricted period(s) applicable to the Restricted Share Units, the conditions upon which the restrictions on the Restricted Share Units will lapse, the time and method of payment of the Restricted Share Units, and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan.

b. Terms, Conditions and Restrictions. The Committee shall impose such other terms, conditions and/or restrictions on any Restricted Share Units as it may deem advisable, including, without limitation, a requirement that the Participant pay a purchase price for each Restricted Share Unit, restrictions based on the achievement of specific Performance Objectives and/or time-based restrictions or holding requirements. Subject to Sections 18 and 20 of the Plan, or as otherwise provided in the related Award Agreement in connection with a Change in Control or a Participant’s death, disability, retirement, involuntary termination of employment or service without Cause or termination of employment or service for good reason, (i) no condition on vesting of Restricted Share Units that is based upon the achievement of Performance Objectives shall be based on performance over a period of less than one year, and (ii) no condition on vesting of Restricted Share Units that is based solely upon continued employment or service shall provide for vesting in full of the Restricted Share Units more quickly than three (3) years from the Date of Grant of the Award (which vesting period may lapse on a pro-rated, graded, or cliff basis as specified in the Award Agreement); provided, however, that up to five percent (5%) of the Shares available for grant as Restricted Share Units (together with all other Shares available for grant as Full Value Awards) may be granted with a vesting period of at least one (1) year, regardless of whether vesting is conditioned upon the achievement of Performance Objectives; provided further that these minimum vesting provisions shall not apply to any grant of Restricted Share Units to Directors.

c. Form of Settlement. Restricted Share Units may be settled in whole Shares, cash or a combination thereof, as specified by the Committee in the related Award Agreement.

d. Dividend Equivalents. Restricted Share Units may provide the Participant with dividend equivalents, on either a current or deferred or contingent basis, and either in cash or in additional Shares, as determined by the Committee in its sole discretion and set forth in the related Award Agreement; provided that dividend equivalents with respect to Restricted Share Units that vest based on the achievement of Performance Objectives shall be accumulated until such Award is earned, and the dividend equivalents shall not be paid if the Performance Objectives are not satisfied.

10. Other Share-Based Awards. Subject to the terms and conditions of the Plan, Other Share-Based Awards may be granted to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion. Other Share-Based Awards are Awards that are valued in whole or in part by reference to, or otherwise based on the Fair Market Value of, Shares, and shall be in such form as the Committee shall determine, including without limitation, time-based or performance-based units that are settled in Shares and/or cash and stock equivalent units.

a. Award Agreement. Each Other Share-Based Award shall be evidenced by an Award Agreement that shall specify the terms and conditions upon which the Other Share-Based Award shall become vested, if applicable, the time and method of settlement, the form of settlement and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan. Subject to Sections 18 and 20 of the Plan, or as otherwise provided in the related Award Agreement in connection with a Change in Control or a Participant’s death, disability, retirement, involuntary termination of employment or service without Cause or termination of employment or service for good reason, (i) no condition on vesting of an Other Share-Based Award that is based solely upon the achievement of Performance Objectives shall be based on performance over a period of less than one year, and (ii) no condition on vesting of an Other Share-Based Award that is based upon continued employment or service shall provide for vesting in full of the Other Share-Based Award more quickly than three (3) years from the Date of Grant of the Award (which vesting period may lapse on a pro-rated, graded, or cliff basis as specified in the Award Agreement); provided, however, that up to five percent

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(5%) of the Shares available for grant as Other Share-Based Awards (together with all other Shares available for grant as Full Value Awards) may be granted with a vesting period of at least one (1) year, regardless of whether vesting is conditioned upon the achievement of Performance Objectives; provided further that these minimum vesting provisions shall not apply to any grant of Other Share-Based Awards to Directors.

b. Form of Settlement. An Other Share-Based Award may be settled in whole Shares, cash or a combination thereof, as specified by the Committee in the related Award Agreement.

c. Dividend Equivalents. Other Share-Based Awards may provide the Participant with dividend equivalents, on either a current or deferred or contingent basis, and either in cash or in additional Shares, as determined by the Committee in its sole discretion and set forth in the related Award Agreement; provided that dividend equivalents with respect to Other Share-Based Awards that vest based on the achievement of Performance Objectives shall be accumulated until such Award is earned, and the dividend equivalents shall not be paid if the Performance Objectives are not satisfied.

11. Cash-Based Awards. Subject to the terms and conditions of the Plan, Cash-Based Awards may be granted to Participants in such amounts and upon such other terms and conditions as shall be determined by the Committee in its sole discretion. Each Cash-Based Award shall be evidenced by an Award Agreement that shall specify the payment amount or payment range, the time and method of settlement and the other terms and conditions, as applicable, of such Award which may include, without limitation, restrictions based on the achievement of specific Performance Objectives.

12. Compliance with Section 409A. Awards granted under the Plan shall be designed and administered in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A of the Code. To the extent that the Committee determines that any award granted under the Plan is subject to Section 409A of the Code, the Award Agreement shall incorporate the terms and conditions necessary to avoid the imposition of an additional tax under Section 409A of the Code upon a Participant. Notwithstanding any other provision of the Plan or any Award Agreement (unless the Award Agreement provides otherwise with specific reference to this Section): (i) an Award shall not be granted, deferred, accelerated, extended, paid out, settled, substituted or modified under the Plan in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon a Participant; and (ii) if an Award is subject to Section 409A of the Code, and if the Participant holding the award is a “specified employee” (as defined in Section 409A of the Code, with such classification to be determined in accordance with the methodology established by the Company), then, to the extent required to avoid the imposition of an additional tax under Section 409A of the Code upon a Participant, no distribution or payment of any amount shall be made before the date that is six (6) months following the date of such Participant’s “separation from service” (as defined in Section 409A of the Code) or, if earlier, the date of the Participant’s death. Although the Company intends to administer the Plan so that Awards will be exempt from, or will comply with, the requirements of Section 409A of the Code, the Company does not warrant that any Award under the Plan will qualify for favorable tax treatment under Section 409A of the Code or any other provision of federal, state, local, or non-United States law. The Company shall not be liable to any Participant for any tax, interest, or penalties the Participant might owe as a result of the grant, holding, vesting, exercise, or payment of any Award under the Plan.

13. Compliance with Section 162(m).

a. In General. Notwithstanding anything in the Plan to the contrary, Awards may be granted in a manner that is intended to qualify for the Performance-Based Exception. As determined by the Committee in its sole discretion, the grant, vesting, exercisability and/or settlement of any Restricted Shares, Restricted Share Units Other Share-Based Awards and Cash-Based Awards intended to qualify for the Performance-Based Exception shall be conditioned on the attainment of one or more Performance Objectives during a performance period established by the Committee and must satisfy the requirements of this Section 13.

b. Performance Objectives. If an Award is intended to qualify for the Performance-Based Exception, then the Performance Objectives shall be based on specified levels of or growth in one or more of the following criteria: return on net assets, return on capital employed, economic value added, sales, revenue, earnings per share, operating income, net income, earnings before interest and taxes,

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return on equity, total shareholder return, market valuation, cash flow, completion of acquisitions, product and market development, inventory management, working capital management and customer satisfaction. The foregoing business criteria may be clarified by reasonable definitions adopted from time to time by the Committee, which may include or exclude any items as the Committee may specify, including but not limited to: extraordinary, unusual or non-recurring items; effects of accounting changes; effects of currency fluctuations; effects of financing activities; effects relating to the impairment of goodwill or other intangible assets; expenses for restructuring or productivity initiatives; non-operating items; acquisition expenses; and effects of acquisitions, divestitures or reorganizations.

c. Establishment of Performance Goals. With respect to Awards intended to qualify for the Performance-Based Exception, the Committee shall establish: (i) the applicable Performance Objectives and performance period, and (ii) the formula for computing the payout. Such terms and conditions shall be established in writing while the outcome of the applicable performance period is substantially uncertain, but in no event later than the earlier of: (x) ninety days after the beginning of the applicable performance period; or (y) the expiration of twenty-five percent (25%) of the applicable performance period.

d. Certification of Performance. With respect to any Award intended to qualify for the Performance-Based Exception, the Committee shall certify in writing whether the applicable Performance Objectives and other material terms imposed on such Award have been satisfied, and, if they have, ascertain the amount of the payout or vesting of the Award. Notwithstanding any other provision of the Plan, payment or vesting of any such Award shall not be made until the Committee certifies in writing that the applicable Performance Objectives and any other material terms of such Award were in fact satisfied in a manner conforming to applicable regulations under Section 162(m) of the Code.

e. Negative Discretion. With respect to any Award intended to qualify for the Performance-Based Exception, after the date that the Performance Objectives are required to be established in writing pursuant to Section 13(c), the Committee shall not have discretion to increase the amount of compensation that is payable upon achievement of the designated Performance Objectives. However, the Committee may, in its sole discretion, reduce the amount of compensation that is payable upon achievement of the designated Performance Objectives.

14. Transferability. Except as otherwise determined by the Committee, no Award or dividend equivalents paid with respect to any Award shall be transferable by the Participant except by will or the laws of descent and distribution; provided, that if so determined by the Committee, each Participant may, in a manner established by the Board or the Committee, designate a beneficiary to exercise the rights of the Participant with respect to any Award upon the death of the Participant and to receive Shares or other property issued or delivered under such Award. Except as otherwise determined by the Committee, Stock Options and Stock Appreciation Rights will be exercisable during a Participant’s lifetime only by the Participant or, in the event of the Participant’s legal incapacity to do so, by the Participant’s guardian or legal representative acting on behalf of the Participant in a fiduciary capacity under state law and/or court supervision.

15. Adjustments. In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation), such as a stock dividend, stock split, reverse stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend, the Committee shall cause there to be an equitable adjustment in the numbers of Shares specified in Section 3 of the Plan and, with respect to outstanding Awards, in the number and kind of Shares subject to outstanding Awards and the exercise price or other price of Shares subject to outstanding Awards, in each case to prevent dilution or enlargement of the rights of Participants. In the event of any other change in corporate capitalization, or in the event of a merger, consolidation, liquidation, or similar transaction, the Committee may, in its sole discretion, cause there to be an equitable adjustment as described in the foregoing sentence, to prevent dilution or enlargement of rights; provided, however, that, unless otherwise determined by the Committee, the number of Shares subject to any Award shall always be rounded down to a whole number. Notwithstanding the foregoing, the Committee shall not make any adjustment pursuant to this Section 15 that would (i) cause any Stock Option intended to qualify as an ISO to fail to so qualify, (ii) cause an Award that is otherwise exempt from Section 409A of the Code to become subject to Section 409A, or (iii) cause an Award that is subject

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to Section 409A of the Code to fail to satisfy the requirements of Section 409A. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on all Participants and any other persons claiming under or through any Participant.

16. Fractional Shares. The Company shall not be required to issue or deliver any fractional Shares pursuant to the Plan and, unless otherwise provided by the Committee, fractional shares shall be settled in cash.

17. Withholding Taxes. To the extent required by Applicable Law, a Participant shall be required to satisfy, in a manner satisfactory to the Company or Subsidiary, as applicable, any withholding tax obligations that arise by reason of a Stock Option or Stock Appreciation Right exercise, the vesting of or settlement of Shares under an Award, an election pursuant to Section 83(b) of the Code or otherwise with respect to an Award. The Company and its Subsidiaries shall not be required to issue or deliver Shares, make any payment or to recognize the transfer or disposition of Shares until such obligations are satisfied. The Committee may permit or require these obligations to be satisfied by having the Company withhold a portion of the Shares that otherwise would be issued or delivered to a Participant upon exercise of a Stock Option or Stock Appreciation Right or upon the vesting or settlement of an Award, or by tendering Shares previously acquired, in each case having a Fair Market Value equal to the minimum amount required to be withheld or paid. Any such elections are subject to such conditions or procedures as may be established by the Committee and may be subject to disapproval by the Committee.

18. Foreign Employees. Without amending the Plan, the Committee may grant Awards to Participants who are foreign nationals, or who are subject to Applicable Laws of one or more non-United States jurisdictions, on such terms and conditions different from those specified in the Plan as may in the judgment of the Committee be necessary or desirable to foster and promote achievement of the purposes of the Plan, and, in furtherance of such purposes, the Committee may make such modifications, amendments, procedures, and the like as may be necessary or advisable to comply with provisions of Applicable Laws of other countries in which the Company or its Subsidiaries operate or have employees.

19. Termination for Cause; Forfeiture of Awards. If a Participant’s employment or service is terminated by the Company or a Subsidiary for Cause, as determined by the Committee in its sole discretion, then the Participant shall forfeit all Awards granted under the Plan to the extent then held by the Participant. In addition, any Award granted to a Participant shall be subject to forfeiture or repayment pursuant to the terms of any applicable compensation recovery policy adopted by the Company, including any such policy that may be adopted to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act or any rules or regulations issued by the Securities and Exchange Commission or applicable securities exchange.

20. Change in Control and Potential Change in Control.

a. Change in Control. In the event of a Change in Control: (x) all outstanding Awards held by the Participant that may be exercised shall become fully exercisable and shall remain exercisable for the full duration of their term effective immediately prior to the Change in Control, (y) all restrictions with respect to outstanding Awards shall lapse effective immediately prior to the Change in Control, with any specified Performance Objectives with respect to outstanding Awards deemed to be satisfied at the “target” level, and (z) all outstanding Awards shall become fully vested effective immediately prior to the Change in Control.

b. Potential Change in Control. In the event of a Potential Change in Control, all Awards shall continue to vest during the applicable vesting period, if any. Notwithstanding the preceding sentence, if a Participant incurs a Qualified Termination during the Potential Change in Control Protection Period, then upon such termination: (x) all outstanding Awards held by the Participant that may be exercised shall become fully exercisable and shall remain exercisable for the full duration of their term, (y) all restrictions with respect to outstanding Awards shall lapse, with any specified Performance Objectives with respect to outstanding Awards deemed to be satisfied at the “target” level, and (z) all outstanding Awards shall become fully vested.

c. Cancellation Right. The Committee may, in its sole discretion and without the consent of Participants, either by the terms of the Award Agreement applicable to any Award or by resolution adopted prior to the occurrence of a Change in Control or Potential Change in Control, provide that any

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outstanding Award (or a portion thereof) shall, upon the occurrence of such Change in Control or Potential Change in Control, be cancelled in exchange for a payment in cash or other property (including shares of the resulting entity in connection with a Change in Control) in an amount equal to the excess, if any, of the Fair Market Value of the Shares subject to the Award, over any exercise price related to the Award, which amount may be zero if the Fair Market Value of a Share on the date of the Change in Control or Potential Change in Control does not exceed the exercise price per Share of the applicable Awards.

21. Amendment, Modification and Termination.

a. In General. The Board may at any time and from time to time, alter, amend, suspend or terminate the Plan in whole or in part; provided, however, that no alteration or amendment that requires shareholder approval in order for the Plan to comply with any rule promulgated by the SEC or any securities exchange on which Shares are listed or any other Applicable Laws shall be effective unless such amendment shall be approved by the requisite vote of shareholders of the Company entitled to vote thereon within the time period required under such applicable listing standard or rule.

b. Adjustments to Outstanding Awards. The Committee may in its sole discretion at any time (i) provide that all or a portion of a Participant’s Stock Options, Stock Appreciation Rights and other Awards in the nature of rights that may be exercised shall become fully or partially exercisable; (ii) provide that all or a part of the time-based vesting restrictions on all or a portion of the outstanding Awards shall lapse, and/or that any Performance Objectives or other performance-based criteria with respect to any Awards shall be deemed to be wholly or partially satisfied; or (iii) waive any other limitation or requirement under any such Award, in each case, as of such date as the Committee may, in its sole discretion, declare. Unless otherwise determined by the Committee, any such adjustment that is made with respect to an Award that is intended to qualify for the Performance-Based Exception shall be made at such times and in such manner as will not cause such Awards to fail to qualify under the Performance-Based Exception. Additionally, the Committee shall not make any adjustment pursuant to this Section 21(b) that would cause an Award that is otherwise exempt from Section 409A of the Code to become subject to Section 409A, or that would cause an Award that is subject to Section 409A of the Code to fail to satisfy the requirements of Section 409A.

c. Prohibition on Repricing. Except for adjustments made pursuant to Sections 15 or 20, the Board or the Committee will not, without the further approval of the shareholders of the Company, authorize the amendment of any outstanding Stock Option or Stock Appreciation Right to reduce the exercise price. No Stock Option or Stock Appreciation Right will be cancelled and replaced with an Award having a lower exercise price, or for another Award, or for cash without further approval of the shareholders of the Company, except as provided in Sections 15 or 20. Furthermore, no Stock Option or Stock Appreciation Right will provide for the payment, at the time of exercise, of a cash bonus or grant or sale of another Award without further approval of the shareholders of the Company. This Section 21(c) is intended to prohibit the repricing of “underwater” Stock Options or Stock Appreciation Rights without shareholder approval and will not be construed to prohibit the adjustments provided for in Sections 15 or 20.

d. Effect on Outstanding Awards. Notwithstanding any other provision of the Plan to the contrary (other than Sections 15, 20, 21(b) and 23(d)), no termination, amendment, suspension, or modification of the Plan or an Award Agreement shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award; provided that the Committee may modify an ISO held by a Participant to disqualify such Stock Option from treatment as an “incentive stock option” under Section 422 of the Code without the Participant’s consent.

22. Applicable Laws. The obligations of the Company with respect to Awards under the Plan shall be subject to all Applicable Laws and such approvals by any governmental agencies as the Committee determines may be required. The Plan and each Award Agreement shall be governed by the laws of the State of Ohio, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction.

23. Miscellaneous.

a. Deferral of Awards. Except with respect to Stock Options, Stock Appreciation Rights and Restricted Shares, the Committee may permit Participants to elect to defer the issuance or delivery of

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Shares or the settlement of Awards in cash under the Plan pursuant to such rules, procedures or programs as it may establish for purposes of the Plan. The Committee also may provide that deferred issuances and settlements include the payment or crediting of dividend equivalents or interest on the deferral amounts. All elections and deferrals permitted under this provision shall comply with Section 409A of the Code, including setting forth the time and manner of the election (including a compliant time and form of payment), the date on which the election is irrevocable, and whether the election can be changed until the date it is irrevocable.

b. No Right of Continued Employment. The Plan shall not confer upon any Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor shall it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate such Participant’s employment or other service at any time. No Employee or Director shall have the right to be selected to receive an Award under the Plan, or, having been so selected, to be selected to receive future Awards.

c. Unfunded, Unsecured Plan. Neither a Participant nor any other person shall, by reason of participation in the Plan, acquire any right or title to any assets, funds or property of the Company or any Subsidiary, including without limitation, any specific funds, assets or other property which the Company or any Subsidiary may set aside in anticipation of any liability under the Plan. A Participant shall have only a contractual right to an Award or the amounts, if any, payable under the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person.

d. Severability. If any provision of the Plan is or becomes invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended or limited in scope to conform to Applicable Laws or, in the discretion of the Committee, it shall be stricken and the remainder of the Plan shall remain in full force and effect.

e. Acceptance of Plan. By accepting any benefit under the Plan, each Participant and each person claiming under or through any such Participant shall be conclusively deemed to have indicated their acceptance and ratification of, and consent to, all of the terms and conditions of the Plan and any action taken under the Plan by the Committee, the Board or the Company, in any case in accordance with the terms and conditions of the Plan.

f. Successors. All obligations of the Company under the Plan and with respect to Awards shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or other event, or a sale or disposition of all or substantially all of the business and/or assets of the Company and references to the “Company” herein and in any Award agreements shall be deemed to refer to such successors.

[END OF DOCUMENT]

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APPENDIX E:

NORDSON CORPORATION

2012 STOCK INCENTIVE AND AWARD PLAN SUMMARY

The 2012 Stock Incentive and Award Plan (“2012 Plan”) authorizes the Company to grant equity-based and cash-based incentive compensation in the form of stock options, stock appreciation rights (or “SARs”), restricted shares, restricted share units, other share-based awards and cash-based awards. The principal features of the 2012 Plan are summarized below.

General Provisions of the 2012 Plan

Plan Limits. The 2012 Plan authorizes the issuance of up to a total of 2,900,000 common shares, inclusive of shares available to be granted under the prior plan immediately prior to shareholder approval of the 2012 Plan. As of October 31, 1,606,000 common shares were available for awards under the prior plan. Upon adoption of the 2012 Plan, no further awards will be made under the prior plan. All of the shares authorized under the 2012 Plan may be granted with respect to incentive stock options.

The following shares will not count against the number of shares available for awards under the 2012 Plan: (i) shares covered by awards under the 2012 Plan and the prior plan that expire or are forfeited, canceled, surrendered or otherwise terminated without the issuance of shares; (ii) shares covered by awards settled only in cash; (iii) shares tendered in payment of the exercise price of stock options; (iv) shares withheld to satisfy a tax withholding obligation; and (v) shares granted in assumption of, or substitution for, awards granted to individuals who become employees or directors as a result of a merger or similar transaction. With respect to SARs that are settled in shares, only the shares used to settle the SAR upon exercise will be counted against the number of shares available for awards under the 2012 Plan. Notwithstanding the foregoing, shares that are repurchased by the Company with stock option proceeds will not be added back to the number of shares available for awards under the 2012 Plan.

The 2012 Plan also imposes various sub-limits on the number of common shares that may be issued to any individual during any calendar year under awards that are intended to qualify for the performance-based compensation exception to Section 162(m) of the Internal Revenue Code. In particular, for any calendar year, the following limits shall apply with respect to awards intended to qualify as performance-based compensation:

• The maximum number of shares subject to stock options or SARs granted in any calendar year to any one participant shall be 750,000 shares.

• The maximum number of restricted shares granted in any calendar year to any one participant shall be 250,000 shares.

• The maximum number of shares that may be issued pursuant to restricted share units or other share-based awards granted in any calendar year to any one participant shall be 250,000 shares (or, if the applicable performance period is more than one year, 250,000 times the full number of years in the performance period).

• The maximum amount of compensation that may be paid under a cash-based award granted in any calendar year to any one participant shall be $5,000,000, or a number of shares having a fair market value not exceeding that amount (or, if the applicable performance period is more than one year, $5,000,000 times the full number of years in the performance period).

Administration of the 2012 Plan. The 2012 Plan will be administered by the Compensation Committee of the Board of Directors of the Company (or such other committee as may be appointed by the Board of Directors in accordance with applicable laws). The Board of Directors may reserve to itself any or all of the authority of the Compensation Committee, and the Board of Directors or the Compensation Committee may delegate any or all of its authority to one or more directors or employees to the extent permitted by applicable laws.

Eligibility for Awards. The 2012 Plan authorizes the Compensation Committee to make awards to any of our employees or non-employee directors. The selection of participants and the nature and size of awards are within the discretion of the Compensation Committee.

Term and Amendment. The 2012 Plan became effective on February 26, 2013 and will remain in effect until February 25, 2022.

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2012 STOCK INCENTIVE AND AWARD PLAN SUMMARY

The Board of Directors may amend or terminate the 2012 Plan at any time, provided that the 2012 Plan may not be amended without shareholder approval where required by applicable laws. Generally, the amendment or termination of the 2012 Plan or of any award agreement may not adversely affect in a material way any outstanding award without the consent of the participant holding the award.

Awards Under the 2012 Plan

General. When an award is granted under the 2012 Plan, the Compensation Committee will establish the terms and conditions of that award. These terms and conditions will be contained in an award agreement and may, for example, require that the participant continue to provide services to the Company or a related entity for a certain period of time or that the participant meet certain performance objectives during a specified period of time. By accepting an award, a participant will agree to be bound by the terms of the 2012 Plan and the associated award agreement. If there is a conflict between the terms of the 2012 Plan and the terms of an award agreement, the terms of the 2012 Plan will control. The types of awards that may be granted under the 2012 Plan are described below.

Stock Options. A stock option gives a participant the right to purchase a specified number of common shares and may be an incentive stock option or nonqualified stock option. The price at which a common share may be purchased upon exercise of a stock option, called the “exercise price,” will be determined by the Compensation Committee, but may not be less than the fair market value of a common share on the date the stock option is granted. Generally, “fair market value” will be the closing price of the Company’s common shares on the date in question. An option’s exercise price may be paid in any way determined by the Compensation Committee, including payment in cash (or a cash equivalent), a cashless exercise, tendering common shares the participant already owns or a combination thereof. In no event may an option be exercised more than 10 years after the date of grant. A participant who has been granted a stock option will not have any dividend or voting rights in connection with the shares underlying the stock option.

Special provisions apply to any incentive stock options granted under the 2012 Plan. All of the shares available for issuance under the 2012 Plan may be issued pursuant to incentive stock options. Incentive stock options may be granted only to employees. Incentive stock options that become exercisable for the first time in any year cannot relate to common shares having a fair market value (determined on the date of grant) of more than $100,000 per participant. The exercise price of an incentive stock option granted to an employee who owns shares possessing more than 10 percent of the Company’s voting power (a “10% shareholder”) may not be less than 110 percent of the fair market value of a common share on the date of grant, and an incentive stock option granted to a 10% shareholder will expire no later than 5 years after the date of grant.

Stock Appreciation Rights. A stock appreciation right gives a participant the right to receive the difference between the SAR’s exercise price and the fair market value of a common share on the date the SAR is exercised. SARs will be settled in (i) cash, (ii) common shares with a value on the settlement date equal to the difference between the fair market value of the common shares and the exercise price, or (iii) a combination of cash and common shares, as determined by the Compensation Committee at the time of grant. The exercise price of a stock appreciation right will be determined by the Compensation Committee, but may not be less than the fair market value of a common share on the date the SAR is granted. A stock appreciation right will be forfeited if the applicable terms and conditions are not met or if it is not exercised before it expires (which may never be later than 10 years after the date of grant). A participant who has been granted a stock appreciation right will not have any dividend or voting rights in connection with the shares underlying the SAR.

Restricted Shares. Restricted shares consist of common shares that are granted to a participant, but which are subject to certain restrictions on transferability and a risk of forfeiture if certain terms and conditions specified by the Compensation Committee are not met by the end of the restriction period. The restrictions may include time-based and/or performance-based restrictions. Generally, time-based restricted shares will have a vesting period of at least three years (and may vest on a pro-rated, graded or cliff basis), and performance-based restricted shares will have a performance period of at least one year. However, up to five percent of the shares available for grant under the 2012 Plan as restricted shares and other “full value awards” (awards settled in shares other than stock options and stock appreciation rights)

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APPENDIX E:

NORDSON CORPORATION

2012 STOCK INCENTIVE AND AWARD PLAN SUMMARY

may be granted with a vesting period of at least one year, regardless of whether vesting is based on the achievement of performance objectives. Unless otherwise determined by the Compensation Committee, a participant who has been granted restricted shares will have the right to receive dividends on the restricted shares and may vote those shares during the restriction period. However, dividends with respect to performance-based restricted shares will be accumulated until the restricted shares are earned and will not be paid unless applicable performance objectives are satisfied.

Restricted Share Units. Restricted share units constitute an agreement to deliver common shares to a participant if certain conditions specified by the Compensation Committee are met by the end of the restriction period. The conditions may include time-based and/or performance-based restrictions. Generally, time-based restricted share units will have a vesting period of at least three years (and may vest on a pro-rated, graded or cliff basis), and performance-based restricted share units will have a performance period of at least one year. However, up to five percent of the shares available for grant under the 2012 Plan as restricted share units and other “full value awards” may be granted with a vesting period of at least one year, regardless of whether vesting is based on the achievement of performance objectives. A participant who has been granted restricted share units will not have any dividend or voting rights in connection with the notional shares underlying the restricted share units, but the Compensation Committee may authorize the payment of dividend equivalents. However, dividend equivalents with respect to performance-based restricted share units will be accumulated until the restricted share units are earned and will not be paid unless applicable performance objectives are satisfied. At the end of the restriction period, the restricted share units either will be forfeited or settled, depending on whether or not the applicable terms and conditions have been satisfied. Restricted share units may be settled by (i) issuing one common share for each restricted share unit, (ii) paying the participant cash equal to the fair market value of a common share for each restricted share unit, or (iii) a combination of common shares and cash, as determined by the Compensation Committee at the time of grant.

Other Share-Based Awards. The Compensation Committee may grant other awards that are valued in whole or in part by reference to, or otherwise based on the fair market value of, common shares. Such other share-based awards shall be subject to terms and conditions specified by the Compensation Committee, which may include time-based and/or performance-based restrictions. Generally, other share-based awards subject to time-based vesting conditions will have a vesting period of at least three years (and may vest on a pro-rated, graded or cliff basis), and other share-based awards subject to performance-based vesting restrictions will have a performance period of at least one year. However, up to five percent of the shares available for grant under the 2012 Plan as other share-based awards and other “full value awards” may be granted with a vesting period of at least one year, regardless of whether vesting is based on the achievement of performance objectives. The Compensation Committee may authorize the payment of dividend equivalents with respect to other share-based awards. However, such dividend equivalents subject to performance-based restrictions will be accumulated until the other share-based awards are earned and will not be paid unless applicable performance objectives are satisfied.

Cash-Based Awards. A cash-based award gives a participant the right to receive a specified amount of cash, subject to terms and conditions as determined by the Compensation Committee, which may include time-based and/or performance-based restrictions.

Performance Objectives. The 2012 Plan provides that performance objectives may be established by the Compensation Committee in connection with any award. Performance objectives may relate to performance of the Company or one or more of its subsidiaries, divisions, departments, units, functions, partnerships, joint ventures or minority investments, product lines or products, or the performance of an individual participant, and performance objectives may be made relative to the performance of a group or companies or a special index of companies.

The Compensation Committee may, in its discretion, grant awards under the 2012 Plan that are intended to qualify for the “performance-based compensation” exemption from Section 162(m) of the Internal Revenue Code. In the case of an award intended to qualify for that exemption, any applicable performance objectives shall be based on the attainment of specified levels of one or more of the following measures: return on net assets, return on capital employed, economic value added, sales, revenue, earnings per share, operating income, net income, earnings before interest and taxes, return on equity, total shareholder return, market valuation, cash flow, completion of acquisitions, product and

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APPENDIX E:

NORDSON CORPORATION

2012 STOCK INCENTIVE AND AWARD PLAN SUMMARY

market development, inventory management, working capital management and customer satisfaction. Those measures may be clarified by reasonable definitions adopted from time to time by the Compensation Committee, which may include or exclude any items as the Compensation Committee may specify, including but not limited to: extraordinary, unusual or non-recurring items; effects of accounting changes; effects of currency fluctuations; effects of financing activities; effects relating to the impairment of goodwill or other intangible assets; expenses for restructuring or productivity initiatives; non-operating items; acquisition expenses; and effects of acquisitions, divestitures or reorganizations. Performance objectives related to an award intended to qualify as performance-based compensation for purposes of Section 162(m) of the Internal Revenue Code will be established by the Compensation Committee within the time period prescribed by, and subject to the other requirements of, Section 162(m) of the Internal Revenue Code.

Forfeiture of Awards. If the Company terminates a participant’s employment or service for cause, then the participant shall forfeit all outstanding awards granted under the 2012 Plan. For this purpose, “cause” will have the meaning provided in any applicable employment agreement or Change-in-Control Retention Agreement with the participant, or if there is no such applicable definition, “cause” shall mean (i) the commission of an act of fraud, embezzlement, theft, or other similar criminal act constituting a felony and involving the business of the Company or its subsidiaries, or (ii) the participant’s continued failure to perform substantially the participant’s duties (other than a failure resulting from a medically determined physical or mental impairment) that is not cured by the participant within 30 days after a written demand from the Company which specifically identifies the manner in which the Company believes that the participant has not substantially performed the participant’s duties. Awards granted under the 2012 Plan may also be subject to forfeiture or repayment to the Company pursuant to any compensation recovery (or “clawback”) policy that may be adopted by the Company, including a policy that may be adopted to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any rules or regulations issued by the SEC or NASDAQ.

Adjustments to Authorized Shares and Outstanding Awards. In the event of any equity restructuring, such as a stock dividend, stock split, reverse stock split, spinoff, rights offering or recapitalization through a large, nonrecurring cash dividend, the Compensation Committee will adjust the number and kind of shares that may be delivered under the 2012 Plan, the individual award limits, and, with respect to outstanding awards, the number and kind of shares subject to outstanding awards, the exercise price, and the grant price or other price of shares subject to outstanding awards, to prevent dilution or enlargement of rights. In the event of any other change in corporate capitalization, such as a merger, consolidation or liquidation, the Compensation Committee may, in its discretion, cause there to be such equitable adjustment as described in the foregoing sentence, to prevent dilution or enlargement of rights. However, unless otherwise determined by the Compensation Committee, the Company will always round down to a whole number of shares subject to any award. Any such adjustment will be made by the Compensation Committee, whose determination will be conclusive.

Prohibition on Repricing. Except in connection with certain corporate transactions or events or with the approval of shareholders, the 2012 Plan prohibits the amendment of outstanding stock options or SARs to reduce the exercise price of the award, and no stock option or SAR will be cancelled and replaced with another award (including an award having a lower exercise price) or for cash. These provisions of the 2012 Plan are intended to prohibit the repricing of “underwater” stock options or SARs without approval of the Company’s shareholders.

Effect of a Potential Change in Control or Change in Control. In the event of a “potential change in control” of the Company, all unvested awards shall continue to vest during the applicable vesting period. However, if, within two years after a potential change in control, a participant’s employment is involuntarily terminated without cause or, if the participant is a party to a Change-in-Control Retention Agreement, the participant terminates his or her employment for “good reason” (as defined in the applicable Change-in-Control Retention Agreement), then upon such termination of employment: (i) all of the participant’s outstanding stock options and SARs shall become fully exercisable and shall remain exercisable for the full duration of their term, (ii) all restrictions with respect to outstanding awards shall lapse, with any specified performance objectives deemed to be satisfied at the “target” level, and (iii) all outstanding awards shall become fully vested. For purposes of the 2012 Plan, a potential change of control generally means the acquisition of at least 25% but less than 35% of the voting power of the Company’s outstanding voting securities.

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APPENDIX E:

NORDSON CORPORATION

2012 STOCK INCENTIVE AND AWARD PLAN SUMMARY

In the event of a “change in control” of the Company: (i) all outstanding stock options and SARs shall become fully exercisable and shall remain exercisable for the full duration of their term effective immediately prior to the change in control, (ii) all restrictions with respect to outstanding awards shall lapse effective immediately prior to the change in control, with any specified performance objectives deemed to be satisfied at the “target” level, and (iii) all outstanding awards shall become fully vested effective immediately prior to the change in control. For purposes of the 2012 Plan, a change in control generally means (i) the acquisition of 35% or more of the voting power of the Company’s outstanding voting securities; (ii) the replacement of a majority of the members of the incumbent Board of Directors during a 24-month period with new directors who were not approved by at least two-thirds of the directors then in office; (iii) consummation of a merger or consolidation resulting in less than 50% of the combined voting power of the surviving or resulting corporation’s securities being owned by persons who were shareholders of the Company immediately before such transaction; or (iv) the sale of all or substantially all of the assets of the Company in a single transaction or series of related transactions to a single purchaser or group of affiliated purchasers.

The Compensation Committee also has discretion to cancel any award in exchange for a cash payment upon the occurrence of a change in control, or cancel a stock option or SAR without payment if the fair market value of a share on the date of the change in control does not exceed the exercise price per share of the stock option or SAR.

U.S. Federal Income Tax Consequences

The following is a brief summary of the general U.S. federal income tax consequences relating to the 2012 Plan. This summary is based on U.S. federal tax laws and regulations in effect on the date of this proxy statement and does not purport to be a complete description of the U.S. federal income tax laws.

Incentive Stock Options. Incentive stock options are intended to qualify for special treatment available under Section 422 of the Internal Revenue Code. A participant who is granted an incentive stock option will not recognize ordinary income at the time of grant, and the Company will not be entitled to a deduction at that time. A participant will not recognize ordinary income upon the exercise of an incentive stock option provided that the participant was, without a break in service, an employee of the Company or a subsidiary during the period beginning on the date of grant of the option and ending on the date three months prior to the date of exercise (one year prior to the date of exercise if the participant’s employment is terminated due to permanent and total disability).

If the participant does not sell or otherwise dispose of the common shares acquired upon the exercise of an incentive stock option within two years from the date of grant of the incentive stock option or within one year after he or she receives the common shares, then, upon disposition of such common shares, any amount recognized in excess of the exercise price will be taxed to the participant as a capital gain, and the Company will not be entitled to a corresponding deduction. The participant will generally recognize a capital loss to the extent that the amount recognized is less than the exercise price.

If the foregoing holding period requirements are not met, the participant will generally recognize ordinary income at the time of the disposition of the common shares in an amount equal to the lesser of (i) the excess of the fair market value of the common shares on the date of exercise over the exercise price, or (ii) the excess, if any, of the amount recognized upon disposition of the common shares over the exercise price, and the Company will be entitled to a corresponding deduction. Any amount recognized in excess of the value of the common shares on the date of exercise will be capital gain. If the amount recognized is less than the exercise price, the participant generally will recognize a capital loss equal to the excess of the exercise price over the amount recognized upon the disposition of the common shares.

The rules described above that generally apply to incentive stock options do not apply when calculating any alternative minimum tax liability. The rules affecting the application of the alternative minimum tax are complex, and their effect depends on individual circumstances, including whether a participant has items of adjustment other than those derived from incentive stock options.

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APPENDIX E:

NORDSON CORPORATION

2012 STOCK INCENTIVE AND AWARD PLAN SUMMARY

Nonqualified Stock Options. A participant will not recognize ordinary income when a nonqualified stock option is granted, and the Company will not receive a deduction at that time. When a nonqualified stock option is exercised, a participant will recognize ordinary income in an amount equal to the excess, if any, of the fair market value of the common shares that the participant purchased over the exercise price he or she paid, and the Company generally will be entitled to a corresponding deduction.

Stock Appreciation Rights. A participant will not recognize ordinary income when a stock appreciation right is granted, and the Company will not receive a deduction at that time. When a stock appreciation right is exercised, the participant will recognize ordinary income equal to the cash and/or the fair market value of common shares the participant receives, and the Company generally will be entitled to a corresponding deduction.

Restricted Shares. A participant who has been granted restricted shares will not recognize ordinary income at the time of grant, and the Company will not be entitled to a deduction at that time, assuming that the underlying common shares are not transferable and that the restrictions create a “substantial risk of forfeiture” for federal income tax purposes and that the participant does not make an election under Section 83(b) of the Internal Revenue Code. Generally, upon the vesting of restricted shares, the participant will recognize ordinary income in an amount equal to the then fair market value of the common shares, less any consideration paid for such common shares, and the Company will be entitled to a corresponding deduction. Any gains or losses recognized by the participant upon disposition of the common shares will be treated as capital gains or losses. However, a participant may elect pursuant to Section 83(b) of the Internal Revenue Code to have income recognized at the date of grant of a restricted share award equal to the fair market value of the common shares on the date of grant (less any amount paid for the restricted shares) and to have the applicable capital gain holding period commence as of that date. If a participant makes this election, the Company generally will be entitled to a corresponding deduction in the year of grant.

Restricted Share Units. A participant generally will not recognize ordinary income when restricted share units are granted, and the Company generally will not receive a deduction at that time. Instead, a participant will recognize ordinary income when the restricted share units are settled in an amount equal to the fair market value of the common shares and the cash he or she receives, less any consideration paid, and the Company generally will be entitled to a corresponding deduction.

Other Share-Based Awards. Generally, participants will recognize ordinary income equal to the fair market value of the common shares subject to other share-based awards when they receive the common shares, and the Company generally will be entitled to a corresponding deduction at that time.

Cash-Based Awards. Generally, a participant will recognize ordinary income when a cash-based award is settled in an amount equal to the cash he or she receives, and the Company generally will be entitled to a corresponding deduction at that time.

Miscellaneous. When a participant sells common shares that he or she has received under an award, the participant will generally recognize long-term capital gain or loss if, at the time of the sale, the participant has held the common shares for more than one year (or, in the case of a restricted share award, more than one year from the date the restricted shares vested unless the participant made an election pursuant to Section 83(b) of the Internal Revenue Code, described above). If the participant has held the common shares for one year or less, the gain or loss will be a short-term capital gain or loss.

Section 162(m) of the Tax Code. Section 162(m) of the Internal Revenue Code disallows the deduction of certain compensation in excess of $1 million per year payable to certain covered employees of a public company (generally, the chief executive officer and the next three most highly compensated named executive officers, other than the chief financial officer). Compensation paid to such an officer during a year in excess of $1 million that is not performance-based (or does not comply with other exceptions) generally would not be deductible on the Company’s federal income tax return for that year. It is intended that compensation attributable to any stock options or SARs granted under the 2012 Plan will qualify as performance-based compensation exempt from Section 162(m) of the Internal Revenue Code. The Compensation Committee may, in its discretion, decide to structure other awards granted under the 2012 Plan to qualify for deductibility under Section 162(m).

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APPENDIX E:

NORDSON CORPORATION

2012 STOCK INCENTIVE AND AWARD PLAN SUMMARY

Section 409A of the Tax Code. In 2004, the Internal Revenue Code was amended to add Section 409A, which created new rules for amounts deferred under nonqualified deferred compensation plans. Section 409A includes a broad definition of nonqualified deferred compensation plans which may extend to various types of awards granted under the 2012 Plan. If an award is subject to, but fails to comply with, Section 409A, the participant would generally be subject to accelerated income taxation, plus a 20% penalty tax and an interest charge. The Company intends that awards granted under the 2012 Plan will either be exempt from, or will comply with, Section 409A.

Benefits Proposed to be Awarded Under the 2012 Plan. No benefits or amounts have been granted, awarded or received under the 2012 Plan. The issuance of any awards under the 2012 Plan will be at the discretion of the Compensation Committee. Therefore, it is not possible to determine the amount or form of any award that will be granted to any individual in the future as there are many variables the Committee considers in granting equity awards, including compensation of our executive officers compared to peer group compensation, share price at the time the Committee sets executive compensation, and, for payouts under the Long-Term Incentive Plan, performance against predetermined metrics at the time of settlement.

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EX-10.G.4

Exhibit 10-g-4

NOTICE OF PERFORMANCE SHARE INCENTIVE AND CASH INCENTIVE AWARDS

(Executive Officer)

To:	(“Grantee”)
Date of Notice:

Nordson Corporation, an Ohio corporation (the “Company”), grants to you, the Grantee named above, in accordance with the terms of the Nordson Corporation 2012 Stock Incentive and Award Plan (the “Plan”) and this Notice of Performance Share Incentive and Cash Incentive Awards (“Notice”), the following awards:

Award Type	Date of Grant	# of Options / Shares / Target Opportunity	Exercise Price		Vesting Date
Non-qualified Stock Option	[—]	[—]	$	[—] per Share	Equal annual installments on each of the first four anniversaries of the Date of Grant
Restricted Shares	[—]	[—]		N/A	Equal annual installments on each of the first three anniversaries of the Date of Grant
Performance Share Units1 (FY [—] Performance Share Incentive Award)	[—]	[—] units (Target) 2		N/A	[—]
Cash Incentive Award (FY [—] Annual Cash Incentive)	[—]	$[—] (Target) 2		N/A	[—]

¹  Fractional Shares or Units will be subject to rounding conventions adopted by the Company from time to time.

²  Actual payout amount to be determined at the conclusion of the performance period.

I. Terms of Grant. See Appendix A to this Notice.

II. Impact of Termination of Employment. See Appendix B to this Notice

- Notice -

1 of 42

NOTICE OF PERFORMANCE SHARE INCENTIVE AND CASH INCENTIVE AWARDS

(Executive Officer)

To:	(“Grantee”)
Date of Notice:

III. Performance Levels: Unless you are a “Covered Employee” (as defined in Appendix C to this Notice), the performance levels related to your Performance Share Incentive Award and Cash Incentive Award are set out below. Performance Measures for Covered Employees are set out on Appendix C to this Notice.

A. FY [—] Performance Share Incentive Award. Payment of any unrestricted Nordson Common Shares under the Performance Share Incentive Award is contingent upon the Company’s achievement of specified performance levels of [—] over the performance period (FY [—] through FY [—]) as set out in the table below.

[Insert measure(s) and levels established by the Compensation Committee.
Threshold (50% payout)			Target (100% payout)			Maximum (200% payout)
$	[—	]	$	[—	]	$	[—	]

* Straight line interpolation applies for performance between designated performance levels.

The Compensation Committee, in its sole discretion, may modify the performance measure(s) applicable to the Award, or the related threshold, target and maximum performance levels, or the actual payouts, in whole or in part, as the Committee deems appropriate and equitable to reflect a change in the business, operations, corporate structure or capital structure of the Company or its affiliates, the manner in which it conducts its business, or other events or circumstances.

B. FY [—]. Payment of a Cash Incentive Award is contingent upon the Company’s achievement of specified performance levels for FY [—] corporate financial measure(s) and business unit measures outlined in the table below. Corporate financial measure(s) - [—] - will account for [—]% of the cash incentive award for each executive officer. For operating unit executive officers, the remaining [—]% of the cash incentive award will be determined based on individual business unit measures as set forth in Appendix D to this Notice. For the functional executive officers, including the CEO, the remaining [—]% of the cash incentive award will be determined based on a weighted average of all collective business unit measures as set forth in Appendix D. The weighting of the business unit measures will be determined based on each business unit ’s actual FY [—] revenue as a percentage of Nordson revenue.

- Notice -

2 of 42

NOTICE OF PERFORMANCE SHARE INCENTIVE AND CASH INCENTIVE AWARDS

(Executive Officer)

To:	(“Grantee”)
Date of Notice:

	FY [—] Cash Incentive Award Measures and Performance Levels
	[Insert measure(s) and levels established by the Compensation Committee.
Threshold (50% payout)		[	—]	[	—]	[—	]
Target (100% payout)		[	—]	[	—]	[—	]
Maximum (200% payout)		[	—]	[	—]	[—	]

* Straight line interpolation applies for performance between designated levels.

The Compensation Committee, in its sole discretion, may modify the performance measures applicable to the Award, or the related threshold, target and maximum performance levels, or the actual payout, in whole or in part, as the Committee deems appropriate and equitable to reflect a change in the business, operations, corporate structure or capital structure of the Company or its affiliates, the manner in which it conducts its business, or other events or circumstances.

IV. Miscellaneous Provisions:

A. Forfeiture. All Awards are subject to the Company’s Clawback Policy (see Appendix E to this Notice).

B. No Employment Contract. Nothing contained in this Notice shall confer upon you any right with respect to continuance of employment by the Company and its Subsidiaries, nor limit or affect in any manner the right of the Company and its Subsidiaries to terminate your employment or adjust your compensation.

- Notice -

3 of 42

NOTICE OF PERFORMANCE SHARE INCENTIVE AND CASH INCENTIVE AWARDS

(Executive Officer)

To:	(“Grantee”)
Date of Notice:

C. Relation to Other Benefits. Any economic or other benefit to you under this Notice or the Plan shall not be taken into account in determining any benefits to which you may be entitled under any profit-sharing, retirement, life insurance or other benefit or compensation plan maintained by the Company or a Subsidiary unless expressly provided for in the respective plans.

D. Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws and listing requirements with respect to the awards; provided that, notwithstanding any other provision of this Notice, and only to the extent permitted under Section 409A of the Code, the Company shall not be obligated to deliver any Shares pursuant to this Notice if the delivery thereof would result in a violation of any such law or listing requirement.

E. Amendments. Subject to the terms of the Plan, the Committee may modify this Notice upon written notice to you. Any amendment to the Plan shall be deemed to be an amendment to this Notice to the extent that the amendment is applicable hereto. Notwithstanding the foregoing, no amendment of the Plan or this Notice shall adversely affect your rights under this Notice without your consent unless the Committee determines, in good faith, that such amendment is required for the Notice to either be exempt from the application of, or comply with, the requirements of Section 409A of the Code, or as otherwise may be provided in the Plan.

F. Severability. In the event that one or more of the provisions of this Notice shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

G. Relation to Plan. This Notice (along with Appendices A through E is subject to the terms and conditions of the Plan and, together with the Plan, contain the entire understanding of the parties with respect to the subject matter contained in this Notice, and supersede all prior written or oral communications, representations and negotiations in respect thereto. In the event of any inconsistency between the provisions of this Notice and the Plan, the Plan shall govern. Capitalized terms used herein (and the related Appendices A through E) without definition shall have the meanings assigned to them in the Plan. See Appendices F and G to this Notice for the Plan Document and Plan Summary, respectively.

H. Successors and Assigns. The provisions of this Notice shall inure to the benefit of, and be binding upon your successors, administrators, heirs, legal representatives and assigns, and the successors and assigns of the Company.

- Notice -

4 of 42

NOTICE OF PERFORMANCE SHARE INCENTIVE AND CASH INCENTIVE AWARDS

(Executive Officer)

To:	(“Grantee”)
Date of Notice:

I. Governing Law. The interpretation, performance, and enforcement of this Notice shall be governed by the laws of the State of Ohio, without giving effect to the principles of conflict of laws thereof.

J. Electronic Delivery. You hereby consent and agree to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, grant or award notifications, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered under the Plan. You have the right at any time to request that the Company deliver written copies of any and all materials referred to above at no charge. You also hereby consent to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agrees that your electronic response or signature is the same as, and shall have the same force and effect as your manual signature.

K. Tax Withholding. To the extent the Company or any Subsidiary is required to withhold any federal, state, local, foreign or other taxes in connection with a Stock Option exercise, the vesting of Restricted Shares or the settlement of Performance Share Units, then the Company or Subsidiary (as applicable) shall retain a number of Shares otherwise deliverable or vested with a value equal to the required withholding (based on the Fair Market Value of the Shares on the applicable date); provided that in no event shall the value of the Shares retained exceed the minimum amount of taxes required to be withheld or such other amount that will not result in a negative accounting impact. Notwithstanding the foregoing, you may elect, in accordance with procedures adopted by the Company from time to time, to either (i) pay or provide for payment of the required tax withholding, or (ii) have the required tax withholding deducted from any amount of salary, bonus, incentive compensation or other amounts otherwise payable in cash to you (other than deferred compensation subject to Section 409A of the Code); provided that the Company may require the use of one or both of these methods in the event that the Company or any Subsidiary is required to withhold taxes at any time other than upon delivery or vesting of the Shares, e.g., if you defer the Shares under a Company deferred compensation plan. Any payment of a Cash Incentive Award shall be subject to withholding of applicable federal, state, local, foreign or other taxes.

- Notice -

5 of 42

NOTICE OF PERFORMANCE SHARE INCENTIVE AND CASH INCENTIVE AWARDS

(Executive Officer)

To:	(“Grantee”)
Date of Notice:

Acceptance:

You must accept the Awards set forth in this Notice no later than [—] or this Notice may be cancelled by the Company, in its sole discretion. You may accept the Awards by e-mailing [—] with a copy to [—] and inserting the following legend in the body of the e-mail:

I have reviewed this Notice of Performance Share Incentive and Cash Incentive Awards dated [—] and confirm my acceptance of the Awards in accordance with the terms of the Nordson Corporation 2012 Stock Incentive and Award Plan and this Notice of Performance Share Incentive and Cash Incentive Awards.

- Notice -

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APPENDIX A:

TERMS OF GRANT

(EXECUTIVE OFFICER)

STOCK OPTION AWARDS

Each Stock Option Award granted pursuant to the Compensation Committee’s [—] Resolution (“Resolution”), shall have, in addition to any terms and conditions set forth in the Notice and the Plan, the following terms and conditions:

	FY [—] Executive Officer Stock Option Award
Form of Grant	Non-qualified Stock Options
Grant Period	Fiscal Year [—]
Date of Grant	[—]
Vesting Date	Four equal annual installments on each of the first four anniversaries of the Date of Grant.
Term	Each Stock Option shall expire on midnight of the tenth anniversary of the Date of Grant.
Exercise	To the extent that the Stock Option becomes vested and exercisable, it may be exercised in whole or in part from time to time by written notice to the Company or its designee stating the number of Shares for which the Stock Option is being exercised, the intended manner of payment to cover the exercise price, taxes or any brokerage fees or commissions, and such other provisions as may be required by the Company or its designee. The vested Stock Option may be exercised prior to its expiration date, during the lifetime of the Grantee, only by the Grantee, or in the event of his legal incapacity, by his guardian or legal representative acting on behalf of the Grantee in a fiduciary capacity under state law and court supervision. If the Grantee dies before the expiration of the Stock Option, all or part of this Stock Option may be exercised (prior to expiration) by the personal representative of the Grantee or by any person who has acquired this Stock Option directly from the Grantee by will, bequest or inheritance but only to the extent that the Stock Option was vested and exercisable upon the Grantee’s death. The exercise price and taxes due as a consequence of the exercise are payable (i) in cash or by certified or cashier’s check or other cash equivalent acceptable to the Company payable to the order of the Company, (ii) by surrender of vested Shares (including by attestation) owned by the Grantee having an aggregate Fair Market Value at the time of exercise equal to the total exercise price and taxes, (iii) by a reduction in the number of Common Shares to be received upon exercise of the Stock Option (in which case shares may be reduced only to satisfy the minimum withholding tax required by federal, state and local authorities, unless otherwise determined by the Committee, or (iv) by a combination of the foregoing methods.
Delivery of Shares	Subject to the terms and conditions contained herein, Shares shall be delivered to the Grantee as soon as administratively practicable following the date the Grantee (i) exercises the Stock Option in accordance with the procedures outlined above, (ii) makes full payment to the Company or its designee of the exercise price and (iii) makes arrangements satisfactorily to the Company (or any Subsidiary, if applicable) for the payment of any required withholding taxes or brokerage fees/commissions related to the exercise of the Stock Option. The Grantee shall not possess any incidents of ownership (including, without limitation, dividend and voting rights) in the Shares until such Shares have been delivered to the Grantee.

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APPENDIX A:

TERMS OF GRANT

(EXECUTIVE OFFICER)

FY [—] Executive Officer Stock Option Award

Transferability

All Non-Qualified Stock Options shall be transferable and such options may be exercised by the transferee; provided, however, that (i) Non-Qualified Stock Options shall only be transferable to Family Members, trusts with third party trustees and for the sole benefit of Family Member beneficiaries, partnerships whose only partners are Family Members, and organizations exempt from income tax under §501(c)(3) of the Internal Revenue Code (provided, in this latter case, that all transferred Non-Qualified Stock Options must be vested); (ii) any such transfer must be without consideration (except when required by court order); (iii) once transferred, Non-Qualified Stock Options may not be further transferred by the transferee, except (a) by will or the laws of descent and distribution or (b) for a transfer by a trust or a partnership to a trust beneficiary or a partner, respectively; and (iv) the Company receives a copy of the document deemed necessary by the Committee establishing the validity of the transfer and requiring the transferee to accept and comply with the terms and conditions of the Non-Qualified Stock Option, the applicable Plan and any related Committee rules. “Family Members” shall include children, stepchildren, grandchildren, parents, stepparents, grandparents, spouses, siblings, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law, sisters-in-law, nieces or nephews, including adoptive relationships. In the event a Stock Option has been transferred, a Participant will be obligated to pay, on the date of exercise, all taxes associated with the exercise of the Stock Option. If the Participant fails to so pay all taxes associated with the exercise, such taxes will be paid by reducing the number of Common Shares to be received upon exercise.

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APPENDIX A:

TERMS OF GRANT

(EXECUTIVE OFFICER)

RESTRICTED SHARE AWARDS

Each Restricted Share Award granted pursuant to the Resolution shall have, in addition to any terms and conditions set forth in the Notice and the Plan, the following terms and conditions:

	FY [—] Executive Officer Restricted Share Award
Form of Grant	Restricted Shares
Grant Period	Fiscal Year [—]
Date of Grant	[—]
Vesting Date	Three equal annual installments on each of the first three anniversaries of the Date of Grant.
Transferability	The Restricted Shares may not be sold, exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of by the Grantee, except to the Company, by will or the laws of descent and distribution, or as may otherwise be permitted by the Plan, until the Restricted Shares have vested. Any purported transfer or encumbrance in violation of this provision shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such Restricted Shares. Any permitted transferee (other than the Company) shall remain subject to all the terms and conditions applicable to the Restricted Shares prior to such transfer.
Dividend, Voting and Other Rights	Except as otherwise provided herein, from and after the Date of Grant, the Grantee shall have all of the rights of a shareholder with respect to the Restricted Shares, including the right to vote the Restricted Shares and receive any cash dividends that may be paid thereon (which such cash dividends shall be paid to the Grantee at the same time they are paid to other shareholders); provided, however, that any additional Shares of the Company or other securities that the Grantee may become entitled to receive pursuant to a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, separation or reorganization or any other change in the capital structure of the Company shall be considered Restricted Shares and shall be subject to the same restrictions as the Restricted Shares covered by the Notice.
Custody of Shares	Until the Restricted Shares have vested, the Restricted Shares shall be issued in book-entry form only and shall not be represented by a certificate. The restrictions applicable to the Restricted Shares shall be reflected on the stock transfer records maintained by or on behalf of the Company. The Grantee agrees that, in order to ensure compliance with the restrictions imposed on the Restricted Shares under the Notice, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any. Effective until the Restricted Shares have become vested, the Grantee hereby irrevocably constitutes and appoints each of the Chief Financial Officer, General Counsel and the Vice President of Human Resources of the Company as attorney-in-fact to transfer the Restricted Shares on the stock transfer records of the Company with full power of substitution.

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APPENDIX A:

TERMS OF GRANT

(EXECUTIVE OFFICER)

PERFORMANCE SHARE INCENTIVE AWARDS

Each Performance Share Incentive Award granted pursuant to the Resolution, shall have, in addition to any terms and conditions set forth in any Notice and the Plan, the following terms and conditions:

	FY [—] Executive Officer Performance Share Incentive Award
Form of Grant	Performance Share Units
Performance Period	Fiscal Year [—] – Fiscal Year [—]
Date of Grant	[—]
Payment:	Payment of any Performance Share Units that become earned will be made in the form of Shares no later than 90 days after the end of the Performance Period. Notwithstanding the foregoing, payment of any Performance Share Units that become earned pursuant to Section 20 of the Plan (relating to a Change in Control and Potential Change in Control) shall be paid within 60 days after they become earned; provided that if the Performance Share Units are considered a “deferral of compensation” within the meaning of Section 409A of the Code, then Performance Share Units earned pursuant to Section 20 of the Plan shall be paid within 60 days following the earlier of (i) the occurrence of a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code; (ii) the Grantee’s “separation from service” within the meaning of Section 409A of the Code; or (iii) the end of the Performance Period; provided that payment to a “specified employee” within the meaning of Section 409A of the Code shall be made, to the extent required by Section 409A of the Code, at least six months after the Grantee’s separation from service. See Appendix B to the Notice relating to treatment of the Performance Share Units in the event of a Grantee’s termination of employment (other than in connection with a Potential Change in Control as provided in Section 20 of the Plan).
Transferability	The Performance Share Units subject to the Notice are personal to the Grantee and may not be sold, exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of by the Grantee until they become earned and settled; provided, however, that the Grantee’s rights with respect to such Performance Share Units may be transferred by will or pursuant to the laws of descent and distribution. Any purported transfer or encumbrance in violation of this provision shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such Performance Share Units.
Dividend, Voting and Other Rights	The Grantee shall have no rights of ownership in the Performance Share Units or in the Shares related thereto and shall have no right to dividends or dividend equivalents and no right to vote Performance Share Units or the Shares related thereto until the date on which the Shares underlying the Performance Share Units are delivered to the Grantee.

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APPENDIX A:

TERMS OF GRANT

(EXECUTIVE OFFICER)

CASH INCENTIVE AWARDS

Each Cash Incentive Award granted pursuant to the Resolution, shall have, in addition to any terms and conditions set forth in any Notice and the Plan, the following terms and conditions:

	FY [—] Executive Officer Cash Incentive Award
Form of Grant	Cash
Performance Period	Fiscal Year [—]
Date of Grant	[—]
Payment	Payment of any Award that becomes earned will be made in cash after the end of fiscal year [—] but no later than [—]. Notwithstanding the foregoing, payment of any Award that becomes earned pursuant to Section 20 of the Plan (relating to a Change in Control and Potential Change in Control) shall be paid within 60 days after it becomes earned. See Appendix B to the Notice relating to disposition (payout) of the Award in the event of a Grantee’s termination of employment (other than in connection with a Potential Change in Control as provided in Section 20 of the Plan).

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APPENDIX B

IMPACT OF TERMINATION OF EMPLOYMENT ON AWARDS

(EXECUTIVE OFFICER)

The following tables reflect the impact various termination of employment scenarios have on the Awards granted to Executive Officers, other than termination of employment in connection with a Potential Change in Control as provided in Section 20 of the Plan. See Appendix A to the Notice relating to treatment of Awards in connection with a Change in Control or Potential Change in Control.

Reason for Termination	Impact of Termination of Employment
DEATH & DISABILITY1	Stock Options	Restricted Shares	Performance Share Incentive Award2	Cash Incentive Award3
Vesting	Full vesting of all unvested stock options awarded (e.g., accelerated vesting)	The restriction period will terminate and all restricted shares will become vested and transferable	Subject to the Committee’s exercise of negative discretion as provided in the resolution establishing the [—] Performance Share Incentive Award, Grantee shall earn a pro-rated number of Performance Share Units (rounded to the nearest whole number) equal to (i) the number of Performance Share Units to which the Grantee would have been entitled based on the performance of the Company during the full performance, multiplied by (ii) a fraction, the numerator of which is the number of days that the Grantee was employed during the performance period and the denominator of which is the number of days in the performance period.	Subject to the Committee’s exercise of negative discretion as provided in the resolution establishing the FY[—] Cash Incentive Award, Grantee is not eligible for a payout, except that the Committee may, in its discretion, provide that the Grantee shall earn a pro-rated payout equal to (i) the payout to which the Grantee would have been entitled based on the performance of the Company during the full fiscal year, multiplied by (ii) a fraction, the numerator of which is the number of days that the Grantee was employed during the fiscal year and the denominator of which is 365.
Option Expiration Date	Midnight of the 10th anniversary of the grant date	N/A	N/A	N/A

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APPENDIX B

IMPACT OF TERMINATION OF EMPLOYMENT ON AWARDS

(EXECUTIVE OFFICER)

Reason for Termination	Impact of Termination of Employment
RETIREMENT AT AGE 654	Stock Options	Restricted Shares	Performance Share Incentive Award2	Cash Incentive Award4
Vesting	Grants made less than 12 months prior to termination date are forfeited; Vesting continues for all other unvested stock options granted	Grants made less than 12 months prior to termination date are forfeited; For all other unvested restricted shares at the time of retirement, the restriction period will terminate and all restricted shares will become vested and transferable.	Subject to the Committee’s exercise of negative discretion as provided in the resolution establishing the FY [—] Performance Share Incentive Award, Grantee shall earn a pro-rated number of Performance Share Units (rounded to the nearest whole number) equal to (i) the number of Performance Share Units to which the Grantee would have been entitled based on the performance of the Company during the full performance period, multiplied by (ii) a fraction, the numerator of which is the number of days that the Grantee was employed during the performance period and the denominator of which is the number of days in the performance period.	Subject to the Committee’s exercise of negative discretion as provided in the resolution establishing the FY[—] Cash Incentive Award, Grantee is not eligible for a payout, except that the Committee may, in its discretion, provide that the Grantee shall earn a pro-rated payout equal to (i) the payout to which the Grantee would have been entitled based on the performance of the Company during the full fiscal year, multiplied by (ii) a fraction, the numerator of which is the number of days that the Grantee was employed during the fiscal year and the denominator of which is 365.
Option Expiration Date	Midnight of the 10th anniversary of the grant date.	N/A	N/A	N/A

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APPENDIX B

IMPACT OF TERMINATION OF EMPLOYMENT ON AWARDS

(EXECUTIVE OFFICER)

Reason for Termination	Impact of Termination of Employment
EARLY RETIREMENT5	Stock Options	Restricted Shares	Performance Share Incentive Award2	Cash Incentive Award4
Vesting	Grants made less than 12 months prior to termination date are forfeited; Vesting continues for all other unvested stock options granted	Grants made less than 12 months prior to termination date are forfeited; For all other unvested Restricted Shares at the time of retirement, the restriction period will terminate with respect to that number of shares of Restricted Shares (rounded to the nearest whole number) equal to the product of (i) the total number of shares of Restricted Shares multiplied by (ii) a fraction the numerator of which is the number of full months that have elapsed since the date of grant and the denominator of which is the number of full months of the full restriction period, and that number of shares of Restricted Shares will become vested and transferable. The Committee may, in its discretion, waive the forfeiture of any or all such remaining shares.	Subject to the Committee’s exercise of negative discretion as provided in the resolution establishing the FY [—] Performance Share Incentive Award, Grantee shall earn a pro-rated number of Performance Share Units (rounded to the nearest whole number) equal to (i) the number of Performance Share Units to which the Grantee would have been entitled based on the performance of the Company during the full performance period, multiplied by (ii) a fraction, the numerator of which is the number of days that the Grantee was employed during the performance period and the denominator of which is the number of days in the performance period.	Subject to the Committee’s exercise of negative discretion as provided in the resolution establishing the FY [—] Cash Incentive Award, Grantee is not eligible for a payout, except that the Committee may, in its discretion, provide that the Grantee shall earn a pro-rated payout equal to (i) the payout to which the Grantee would have been entitled based on the performance of the Company during the full fiscal year, multiplied by (ii) a fraction, the numerator of which is the number of days that the Grantee was employed during the fiscal year and the denominator of which is 365.
Option Expiration Date	Earlier of (i) the 5th anniversary of the date of termination or (ii) midnight of the 10th anniversary of the grant date.	N/A	N/A	N/A

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APPENDIX B

IMPACT OF TERMINATION OF EMPLOYMENT ON AWARDS

(EXECUTIVE OFFICER)

Reason for Termination	Impact of Termination of Employment
INVOLUNTARY TERMINATION (other than a violation of the Company’s Code of Ethics and Business Conduct)	Stock Options	Restricted Shares	Performance Share Incentive Award2	Cash Incentive Award4
Vesting	All unvested options are forfeited as of the termination date	All unvested shares of restricted stock will be forfeited as of the date of termination; except that the Committee may, in its discretion, waive the automatic forfeiture of, and the restrictions on, any or all such shares.	Subject to the Committee’s exercise of negative discretion as provided in the resolution establishing the FY [—] Performance Share Incentive Award, all unvested performance share units are forfeited; except that the Committee may, in its discretion, provide that the Grantee shall earn a pro-rated number of Performance Share Units (rounded to the nearest whole number) equal to (i) the number of Performance Share Units to which the Grantee would have been entitled based on the performance of the Company during the full performance period, multiplied by (ii) a fraction, the numerator of which is the number of days that the Grantee was employed during the performance period and the denominator of which is the number of days in the performance period.	Subject to the Committee’s exercise of negative discretion as provided in the resolution establishing the FY [—] Cash Incentive Award, Grantee is not eligible for a payout, except that the Committee may, in its discretion, provide that the Grantee shall earn a pro-rated payout equal to (i) the payout to which the Grantee would have been entitled based on the performance of the Company during the full fiscal year, multiplied by (ii) a fraction, the numerator of which is the number of days that the Grantee was employed during the fiscal year and the denominator of which is 365.
Option Expiration Date	Earlier of (i) 90 days after the date of termination and (ii) midnight of the 10th anniversary of the grant date.	N/A	N/A	N/A

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APPENDIX B

IMPACT OF TERMINATION OF EMPLOYMENT ON AWARDS

(EXECUTIVE OFFICER)

Reason for Termination	Impact of Termination of Employment
VOLUNTARY TERMINATION or TERMINATION DUE TO A VIOLATION OF THE COMPANY’S CODE OF ETHICS AND BUSINESS CONDUCT	Stock Options	Restricted Shares	Performance Share Incentive Award2	Cash Incentive Award4
Vesting	All vested and unvested options are forfeited as of the termination date.	All unvested shares of restricted shares will be forfeited as of the date of termination.	Subject to the Committee’s exercise of negative discretion as provided in the resolution establishing the FY [—] Performance Share Incentive Award, all unvested performance share units are forfeited.	Subject to the Committee’s exercise of negative discretion as provided in the resolution establishing the FY2015 Cash Incentive Award, Grantee is not eligible for a payout.
Option Expiration Date	On the termination date.	N/A	N/A	N/A

1. Death and Disability: defined as a physical or mental impairment, due to accident or illness that renders a Grantee incapable of performing the duties of his normal occupation, as determined by the Committee. The Committee may, in its discretion, require that the existence of the Disability be verified by a physician approved by the Committee.

2. Achievement of performance levels and amounts payable will be certified by the Compensation Committee and payouts, if any, will be remitted following the conclusion of a performance period.

3. Achievement of performance levels and amounts payable will be certified by the Compensation Committee and payouts, if any, will be remitted following the conclusion of a performance period (fiscal year).

4. Under the terms of the Nordson Corporation Salaried Employees Pension Plan.

5. Retirement no earlier than age 55 but before age 65, with no less than 5 years of service as defined under the Nordson Corporation Salaried Employees Pension Plan.

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APPENDIX C:

PERFORMANCE MEASURES FOR PERFORMANCE SHARE INCENTIVE AWARD

AND CASH INCENTIVE AWARD TO COVERED EMPLOYEES

[this Appendix is applicable to Covered Employees only]

This Appendix C sets out performance measures for Performance Share Incentive Awards and Cash Incentive Awards to Covered Employees. Covered Employees are those individuals serving on the last day of the applicable performance period (e.g., the last day of FY [—] in the case of Cash Incentive Awards and the last day of FY [—] in the case of Performance Share Incentive Awards) as the Company’s President and Chief Executive Officer (“CEO”), the first highest paid Named Executive Officer other than the CEO or Chief Financial Officer (“CFO”), the second highest paid Named Executive Officer other than the CEO and CFO, and the third highest paid Named Executive Officer other than the CEO and CFO. Awards to Covered Employees subject to this Appendix C are intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code and shall be administered and interpreted in a manner consistent with that intent.

FY [—]-[—] Performance Share Incentive (PSI) Awards

No payouts for PSI Awards shall be made to any Covered Employee unless a share pool is funded based on [—], as disclosed in the Company’s Form 10-K Report, if any, for the FY [—] Performance Period (Performance Period). The aggregate share pool, if any, will equal [—]. If funded, [—]% of the share pool will be allocated to the CEO and [—]% of the share pool will be allocated to each of the other Covered Employees; provided, however, that in no event may the portion of the share pool allocated to any Covered Employee exceed 750,000 Shares.

If the Company does not achieve positive cumulative operating cash flow for the Performance Period, then no payout for the PSI Awards will be made to any Covered Employee for the Performance Period.

If the share pool is funded as described above, the Compensation Committee, in its sole discretion, may decrease the payout of each Covered Employee’s PSI Award (without increasing any other Covered Employee’s payout) based on its assessment of the Company’s performance, the Covered Employee’s individual performance, or any other factors it considers relevant, including, without limitation, the Company’s achievement of specified levels of cumulative Earnings Per Share and cumulative Revenue over the Performance Period as set out in the table below, with one-half of each Covered Employee’s PSI Award allocated to each of those two performance measures.

Further, the Compensation Committee, in its sole discretion, may modify the performance measures set out in the table below, or the related threshold, target and maximum performance levels, or the actual payout amounts, in whole or in part, as the Committee deems appropriate and equitable to reflect a change in the business, operations, corporate structure or capital structure of the Company or its affiliates, the manner in which it conducts its business, or other events or circumstances.

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APPENDIX C:

PERFORMANCE MEASURES FOR PERFORMANCE SHARE INCENTIVE AWARD

AND CASH INCENTIVE AWARD TO COVERED EMPLOYEES

[this Appendix is applicable to Covered Employees only]

[Insert measures and levels established by the Compensation Committee]
Threshold ([—]% payout)	Target ([—]% payout)	Maximum ([—]% payout)
$	$	$

* Straight line interpolation applies for performance between designated levels.

FY [—] Cash Incentive (CI) Awards

No payouts for CI Awards shall be made to any Covered Employee for FY [—] unless a bonus pool is funded based on the Company’s achievement of positive cash flow from operating activities (“Cash Flow”), as disclosed in the Company’s Form 10-K Report, if any for FY [—]. The aggregate bonus pool, if any, will equal [—]. If funded, [—]% of the bonus pool will be allocated to the CEO and [—]% of the bonus pool will be allocated to each of the other Covered Employees; provided, however, that in no event may the portion of the bonus pool allocated to any Covered Employee exceed $5,000,000. The lesser of $5,000,000 or the portion of the bonus pool allocated to a Covered Employee shall be the Covered Employee’s “Maximum Bonus.” If the Company does not achieve positive Cash Flow for FY [—], then no Cash-Based Award shall be payable to any Covered Employee for FY [—].

If the bonus pool is funded, the Compensation Committee, in its sole discretion, may decrease the payout of each Covered Employee’s Award (without increasing any other Covered Employee’s payout) based on its assessment of the Company’s performance, the Covered Employee’s individual performance, or any other factors it considers relevant, including, without limitation, the Company’s achievement of specified levels of [—]. Payment of a CI Award to Covered Employees is contingent upon the Company’s achievement of specified performance levels for FY [—] outlined in the table below. [—] measures - [—] - will account for [—]% of the cash incentive award for each executive officer in FY [—]. For operating unit executive officers, the remaining [—]% of the cash incentive award will be determined based on individual business unit measures as set forth in Appendix D to this Notice. For the functional executive officers, including the CEO, the remaining [—]% of the cash incentive award will be determined based on a weighted average of all collective business unit measures as set forth in Appendix D. The weighting of the business unit measures will be determined based on each business unit’s actual FY [—] revenue as a percentage of Nordson revenue.

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APPENDIX C:

PERFORMANCE MEASURES FOR PERFORMANCE SHARE INCENTIVE AWARD

AND CASH INCENTIVE AWARD TO COVERED EMPLOYEES

[this Appendix is applicable to Covered Employees only]

	FY [—] Cash Incentive Award Measures and Performance Levels
	[Insert measures and levels established by the Compensation Committee]
Threshold (50% payout)		[	—]	[	—]	[—	]
Target (100% payout)		[	—]	[	—]	[—	]
Maximum (200% payout)		[	—]	[	—]	[—	]

• Straight line interpolation applies for performance between designated levels.

The Compensation Committee, in its sole discretion, may modify the performance objectives set out in the table above, or the related threshold, target and maximum performance levels, or the actual payout levels, in whole or in part, as the Committee deems appropriate and equitable to reflect a change in the business, operations, corporate structure or capital structure of the Company or its affiliates, the manner in which it conducts its business, or other events or circumstances.

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APPENDIX D

BUSINESS UNIT PERFORMANCE MEASURES AND LEVELS

(Executive Officers)

[tbd by Compensation Committee action annually)

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APPENDIX E

NORDSON CORPORATION CLAWBACK POLICY

[Effective November 25, 2013]

This Clawback Policy is applicable to Nordson Corporation (the “Company”) executive officers who are subject to Section 16 of the Securities Exchange Act of 1934 (“Executive Officers”). The Company’s Board of Directors, upon the Compensation Committee’s recommendation, may, to the extent permitted by law and to the extent it determines that it is in the Company’s best interests to do so, take action in accordance with the following:

A. Material Restatement:

In the event of a material restatement of the consolidated financial statements of the Company, other than any restatement required pursuant to a change in applicable accounting rules, the Company may recover from culpable and non-culpable Executive Officers any compensation (whether in cash or property) paid to, or realized by, an Executive Officer that would not have been paid or realized had the consolidated financial statements that are the subject of such restatement been correctly stated. Determination of culpability and materiality will be at the discretion of the Compensation Committee. Recovery hereunder is limited to amounts paid or realized by an Executive Officer during the three-year period preceding the date that the Company is required to prepare a restatement.

B. Other Conduct:

In the event the Compensation Committee determines that an Executive Officer has engaged in (i) conduct that violates the Company’s Code of Ethics and Business Conduct, or (ii) willful misconduct or fraud that causes harm to the Company, the Company’s Board of Directors, upon the Compensation Committee’s recommendation, may, to the extent permitted by law and to the extent it determines that it is in the Company’s best interests to do so, require reimbursement or payment by the Executive Officer to the Company of an amount determined by the Board of Directors to be attributable to such conduct described in (i) and (ii) above.

Collectively, conduct described in A and B above shall be considered “Detrimental Conduct.” Compensation subject to this Policy includes equity-based compensation and performance-based compensation.

In determining whether to recover compensation paid or realized, the Board in its discretion may take into account such considerations as it deems appropriate, including whether the assertion of a claim may violate applicable law or prejudice the interest of the Company in any related proceeding or investigation and whether penalties or punishments have been imposed by third parties, such as law enforcement agencies, regulators or other authorities.

The Board may take action only after recommendation to do so by the Compensation Committee. However, the Board has sole and absolute discretion not to take action

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APPENDIX E

NORDSON CORPORATION CLAWBACK POLICY

[Effective November 25, 2013]

and its determination not to take action in any particular instance shall not in any way limit the Company’s ability to terminate participation of an Executive Officer in a compensation plan or program, or terminate an Executive Officer’s employment.

If any provision of this Clawback Policy is determined to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted by applicable law, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.

Any action taken by the Company under this Clawback Policy is without prejudice to any other action the Company may choose to take upon determination that an Executive Officer has engaged in Detrimental Conduct or to all other remedies available to the Company.

The Company reserves the right to amend this policy in the future at any time including after final clawback rules are adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Act.

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APPENDIX F:

NORDSON CORPORATION

2012 STOCK INCENTIVE AND AWARD PLAN

1. Establishment, Purpose, Duration.

a. Establishment. Nordson Corporation (the “Company”), hereby establishes an equity compensation plan to be known as the Nordson Corporation 2012 Stock Incentive and Award Plan (the “Plan”). The Plan is effective as of December 28, 2012 (the “Effective Date”), subject to the approval of the Plan by the shareholders of the Company (the date of such shareholder approval being the “Approval Date”). Definitions of capitalized terms used in the Plan are contained in Section 0 of the Plan.

b. Purpose. The purpose of the Plan is to attract and retain Directors, officers and other key employees of the Company and its Subsidiaries and to provide to such persons incentives and rewards for superior performance.

c. Duration. No Award may be granted under the Plan after the day immediately preceding the tenth (10th) anniversary of the Effective Date, or such earlier date as the Board shall determine. The Plan will remain in effect with respect to outstanding Awards until no Awards remain outstanding.

d. Prior Plan. If the Company’s shareholders approve the Plan, the Nordson Corporation Amended and Restated 2004 Long-Term Performance Plan (the “Prior Plan”) will terminate in its entirety effective on the Approval Date; provided that all outstanding awards under the Prior Plan as of the Approval Date shall remain outstanding and shall be administered and settled in accordance with the provisions of the Prior Plan.

2. Definitions. As used in the Plan, the following definitions shall apply.

“Applicable Laws” means the applicable requirements relating to the administration of equity-based compensation plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, the rules of any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws of any other country or jurisdiction where Awards are granted under the Plan.

“Approval Date” has the meaning given such term in Section 0(a).

“Award” means a Nonqualified Stock Option, Incentive Stock Option, Stock Appreciation Right, Restricted Shares Award, Restricted Share Unit, Other Share-Based Award or Cash-Based Award granted pursuant to the terms and conditions of the Plan.

“Award Agreement” means either: (a) an agreement, either in written or electronic format, entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award granted under the Plan; or (b) a statement, either in written or electronic format, issued by the Company to a Participant describing the terms and provisions of such Award, which need not be signed by the Participant.

“Board” means the Board of Directors of the Company.

“Cash-Based Award” shall mean a cash Award granted pursuant to Section 11 of the Plan.

“Cause” as a reason for a Participant’s termination of employment shall have the meaning assigned such term in the employment agreement (or, if operative, the Change-in-Control Retention Agreement), if any, between the Participant and the Company or Subsidiary. If the Participant is not a party to an employment agreement (or Change-in-Control Retention Agreement) with the Company or a Subsidiary in which such term is defined, then unless otherwise defined in the applicable Award Agreement, “Cause” shall mean (i) the commission of an act of fraud, embezzlement, theft, or other similar criminal act constituting a felony and involving the business of the Company or its Subsidiaries, or (ii) the continued failure of the Participant to perform substantially the Participant’s duties with the Company or any of its Subsidiaries (other than any such failure resulting from any medically determined physical or mental impairment) that is not cured by the Participant within 30 days after a written demand for substantial performance is delivered to the Participant by the Company which specifically identifies the manner in which the Company believes that the Participant has not substantially performed the Participant’s duties.

“Change in Control” means the occurrence of one of the following events: (a) a report is filed with the SEC on Schedule 13D or Schedule 14D-1 (or any successor schedule, form, or report), each as promulgated pursuant to the Exchange Act, disclosing that any “person” (as the term “person” is used in

APPENDIX F:

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2012 STOCK INCENTIVE AND AWARD PLAN

Section 13(d) or Section 14(d)(2) of the Exchange Act) is or has become a beneficial owner, directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities; (b) the Company is merged or consolidated with another corporation and, as a result thereof, securities representing less than 50% of the combined voting power of the surviving or resulting corporation’s securities (or of the securities of a parent corporation in case of a merger in which the surviving or resulting corporation becomes a wholly-owned subsidiary of the parent corporation) are owned in the aggregate by holders of the Company’s securities immediately before such merger or consolidation; (c) all or substantially all of the assets of the Company are sold in a single transaction or a series of related transactions to a single purchaser or a group of affiliated purchasers; or (d) during any period of 24 consecutive months, individuals who were Directors at the beginning of the period cease to constitute at least a majority of the Board unless the election, or nomination for election by the Company’s shareholders, of more than one half of any new Directors was approved by a vote of at least two-thirds of the Directors then still in office who were Directors at the beginning of the 24 month period.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means the Compensation Committee of the Board or such other committee or subcommittee of the Board as may be duly appointed to administer the Plan and having such powers in each instance as shall be specified by the Board. To the extent required by Applicable Laws, the Committee shall consist of two or more members of the Board, each of whom is a “non-employee director” within the meaning of Rule 16b-3 promulgated under the Exchange Act, an “outside director” within the meaning of regulations promulgated under Section 162(m) of the Code, and an “independent director” within the meaning of applicable rules of any securities exchange upon which Shares are listed.

“Company” has the meaning given such term in Section 1(a) and any successor thereto.

“Date of Grant” means the date as of which an Award is determined to be effective and designated in a resolution by the Committee and is granted pursuant to the Plan. The Date of Grant shall not be earlier than the date of the resolution and action therein by the Committee. In no event shall the Date of Grant be earlier than the Effective Date.

“Director” means any individual who is a member of the Board who is not an Employee.

“Effective Date” has the meaning given such term in Section 0(a).

“Employee” means any employee of the Company or a Subsidiary; provided, however, that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, the term “Employee” has the meaning given to such term in Section 3401(c) of the Code, as interpreted by the regulations thereunder and Applicable Law.

“Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.

“Fair Market Value” means the value of one Share on any relevant date, determined under the following rules: (a) the closing sale price per Share on that date as reported on the principal exchange on which Shares are then trading, if any, or if applicable the NASDAQ Global Select Market, or if there are no sales on that date, on the next preceding trading day during which a sale occurred; (b) if the Shares are not reported on a principal exchange or national market system, the average of the closing bid and asked prices last quoted on that date by an established quotation service for over-the-counter securities; or (c) if neither (a) nor (b) applies, (i) with respect to Stock Options, Stock Appreciation Rights and any Award of stock rights that is subject to Section 409A of the Code, the value as determined by the Committee through the reasonable application of a reasonable valuation method, taking into account all information material to the value of the Company, within the meaning of Section 409A of the Code, and (ii) with respect to all other Awards, the fair market value as determined by the Committee in good faith.

“Full Value Award” means an Award that is settled by the issuance of Shares, other than a Stock Option or a Stock Appreciation Right.

“Good Reason” as a reason for a Participant’s termination of employment shall have the meaning assigned such term in the Change-in-Control Retention Agreement, if any, between the Participant and the Company or Subsidiary.

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“Incentive Stock Option” or “ISO” means a Stock Option that is designated as an Incentive Stock Option and that is intended to meet the requirements of Section 422 of the Code.

“Nonqualified Stock Option” means a Stock Option that is not intended to meet the requirements of Section 422 of the Code or otherwise does not meet such requirements.

“Other Share-Based Award” means an equity-based or equity-related Award not otherwise described by the terms of the Plan, granted in accordance with the terms and conditions set forth in Section 10.

“Participant” means any eligible individual as set forth in Section 5 who holds one or more outstanding Awards.

“Performance-Based Exception” means the performance-based exception from the tax deductibility limitations of Section 162(m) of the Code.

“Performance Objectives” means the performance objective or objectives established by the Committee pursuant to the Plan. Any Performance Objectives may relate to the performance of the Company or one or more of its Subsidiaries, divisions, departments, units, functions, partnerships, joint ventures or minority investments, product lines or products, or the performance of the individual Participant, and may include, without limitation, the Performance Objectives set forth in Section 13(b). The Performance Objectives may be made relative to the performance of a group of comparable companies, or published or special index that the Committee, in its sole discretion, deems appropriate, or the Company may select Performance Objectives as compared to various stock market indices. Performance Objectives may be stated as a combination of the listed factors.

“Plan” means this Nordson Corporation 2012 Stock and Incentive Award Plan, as amended from time to time.

“Potential Change in Control” means a report is filed with the SEC on Schedule 13D or Schedule 14D-1 (or any successor schedule, form, or report), each as promulgated pursuant to the Exchange Act, disclosing that any “person” (as the term “person” is used in Section 13(d) or Section 14(d)(2) of the Exchange Act) is or has become a beneficial owner, directly or indirectly, of securities of the Company representing at least 25% but less than 35% of the combined voting power of the Company’s then outstanding securities.

“Potential Change in Control Protection Period” means the period commencing on a Potential Change in Control and ending on the earlier of (i) a Change in Control, or (ii) the second anniversary of the Potential Change in Control.

“Prior Plan” has the meaning given such term in Section 0(d).

“Qualified Termination” means any termination of a Participant’s employment during the Potential Change in Control Protection Period: (i) by the Company, any of its Subsidiaries or the resulting entity without Cause, or (ii) solely with respect to a Participant who is a party to a Change-in-Control Retention Agreement with the Company or a Subsidiary immediately prior to a Potential Change in Control, by the Participant for Good Reason.

“Restricted Shares” means Shares granted or sold pursuant to Section 0 as to which neither the substantial risk of forfeiture nor the prohibition on transfers referred to in such Section 0 has expired.

“Restricted Share Unit” means a grant or sale of the right to receive Shares or cash at the end of a specified restricted period made pursuant to Section 0.

“SEC” means the United States Securities and Exchange Commission.

“Share” means a share of common stock of the Company, without par value, or any security into which such Share may be changed by reason of any transaction or event of the type referred to in Section 15.

“Stock Appreciation Right” means a right granted pursuant to Section 0.

“Stock Option” means a right to purchase a Share granted to a Participant under the Plan in accordance with the terms and conditions set forth in Section 0. Stock Options may be either Incentive Stock Options or Nonqualified Stock Options.

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“Subsidiary” means: (a) with respect to an Incentive Stock Option, a “subsidiary corporation” as defined under Section 424(f) of the Code; and (b) for all other purposes under the Plan, any corporation or other entity in which the Company owns, directly or indirectly, a proprietary interest of more than fifty (50%) by reason of stock ownership or otherwise.

“Ten Percent Shareholder” shall mean any Participant who owns more than 10% of the combined voting power of all classes of stock of the Company, within the meaning of Section 422 of the Code.

3. Shares Available Under the Plan.

a. Shares Available for Awards. The maximum number of Shares that may be issued or delivered pursuant to Awards under the Plan shall be 2,900,000, including the number of Shares that, on the Approval Date, are available to be granted under the Prior Plan but which are not then subject to outstanding awards under the Prior Plan, all of which may be granted with respect to Incentive Stock Options. Shares issued or delivered pursuant to an Award may be authorized but unissued Shares, treasury Shares, including Shares purchased in the open market, or a combination of the foregoing. The aggregate number of Shares available for issuance or delivery under the Plan shall be subject to adjustment as provided in Section 15.

b. Share Counting. The following Shares shall not count against the Share limit in Section 3(a): (i) Shares covered by an Award that expires or is forfeited, canceled, surrendered, or otherwise terminated without the issuance of such Shares; (ii) Shares covered by an Award that is settled only in cash; (iii) Shares tendered in payment of the exercise price of a Stock Option; (iv) Shares withheld by the Company or any Subsidiary to satisfy a tax withholding obligation; and (v) Shares granted through the assumption of, or in substitution for, outstanding awards granted by a company to individuals who become Employees or Directors as the result of a merger, consolidation, acquisition or other corporate transaction involving such company and the Company or any of its Affiliates (except as may be required by reason of the rules and regulations of any stock exchange or other trading market on which the Shares are listed). With respect to any Stock Appreciation Right that is settled in Shares, only the Shares used to settle the Stock Appreciation Right upon exercise shall count against the number of Shares available for Awards under the Plan. In addition, Shares subject to outstanding awards under the Prior Plan as of the Approval Date that on or after the Approval Date are forfeited, canceled, surrendered or otherwise terminated without the issuance of such Shares shall be available for issuance or delivery under this Plan. Notwithstanding anything contained herein to the contrary, Shares that are repurchased by the Company with Stock Option proceeds shall not be added back to the number of Shares reserved in Section 3(a). This Section 3(b) shall apply to the number of Shares reserved and available for Incentive Stock Options only to the extent consistent with applicable Treasury regulations relating to Incentive Stock Options under the Code.

c. Per Participant Share Limits. Subject to adjustment as provided in Section 15 of the Plan, the following limits shall apply with respect to Awards that are intended to qualify for the Performance-Based Exception: (i) the maximum aggregate number of Shares that may be subject to Stock Options or Stock Appreciation Rights granted in any calendar year to any one Participant shall be 750,000 Shares; (ii) the maximum aggregate number of Restricted Shares granted in any calendar year to any one Participant shall be 250,000 Shares; (iii) the maximum aggregate number of shares that may be issued or delivered pursuant to Restricted Share Units or Other Share-Based Awards granted in any calendar year to any one Participant shall be 250,000 Shares, provided that if the Restricted Share Units or Other Share-Based Awards are subject to a performance period of more than one year, the maximum shall equal the product of 250,000 Shares and the full number of years in the performance period; and (iv) the maximum aggregate compensation that may be paid under a Cash-Based Award granted in any calendar year to any one Participant shall be $5,000,000 or a number of Shares having an aggregate Fair Market Value not in excess of such amount, provided that if the Cash-Based Award is subject to a performance period of more than one year, the maximum shall equal the product of $5,000,000 and the full number of years in the performance period.

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2012 STOCK INCENTIVE AND AWARD PLAN

4. Administration of the Plan.

a. In General. The Plan shall be administered by the Committee. Except as otherwise provided by the Board, the Committee shall have full and final authority in its discretion to take all actions determined by the Committee to be necessary in the administration of the Plan, including, without limitation, discretion to: select Award recipients; determine the sizes and types of Awards; determine the terms and conditions of Awards in a manner consistent with the Plan; grant waivers of terms, conditions, restrictions and limitations applicable to any Award, or accelerate the vesting or exercisability of any Award, in a manner consistent with the Plan; construe and interpret the Plan and any Award Agreement or other agreement or instrument entered into under the Plan; establish, amend, or waive rules and regulations for the Plan’s administration; and take such other action, not inconsistent with the terms of the Plan, as the Committee deems appropriate. To the extent permitted by Applicable Laws, the Committee may, in its discretion, delegate to one or more Directors or Employees any of the Committee’s authority under the Plan. The acts of any such delegates shall be treated hereunder as acts of the Committee with respect to any matters so delegated.

b. Determinations. The Committee shall have no obligation to treat Participants or eligible Participants uniformly, and the Committee may make determinations under the Plan selectively among Participants who receive, or Employees or Directors who are eligible to receive, Awards (whether or not such Participants or eligible Employees or Directors are similarly situated). All determinations and decisions made by the Committee pursuant to the provisions of the Plan and all related orders and resolutions of the Committee shall be final, conclusive and binding on all persons, including the Company, its Subsidiaries, its shareholders, Directors, Employees, Participants and their estates and beneficiaries.

c. Authority of the Board. The Board may reserve to itself any or all of the authority or responsibility of the Committee under the Plan or may act as the administrator of the Plan for any and all purposes. To the extent the Board has reserved any such authority or responsibility or during any time that the Board is acting as administrator of the Plan, it shall have all the powers of the Committee hereunder, and any reference herein to the Committee (other than in this Section 4(c)) shall include the Board. To the extent that any action of the Board under the Plan conflicts with any action taken by the Committee, the action of the Board shall control.

5. Eligibility and Participation. Each Employee and Director is eligible to participate in the Plan. Subject to the provisions of the Plan, the Committee may, from time to time, select from all eligible Employees and Directors those to whom Awards shall be granted and shall determine, in its sole discretion, the nature of any and all terms permissible by Applicable Law and the amount of each Award.

6. Stock Options. Subject to the terms and conditions of the Plan, Stock Options may be granted to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.

a. Award Agreement. Each Stock Option shall be evidenced by an Award Agreement that shall specify the exercise price, the term of the Stock Option, the number of Shares covered by the Stock Option, the conditions upon which the Stock Option shall become vested and exercisable and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan. The Award Agreement also shall specify whether the Stock Option is intended to be an Incentive Stock Option or a Nonqualified Stock Option.

b. Exercise Price. The exercise price per Share of a Stock Option shall be determined by the Committee at the time the Stock Option is granted and shall be specified in the related Award Agreement; provided, however, that in no event shall the exercise price per Share of any Stock Option be less than one hundred percent (100%) of the Fair Market Value of a Share on the Date of Grant.

c. Term. The term of a Stock Option shall be determined by the Committee and set forth in the related Award Agreement; provided, however, that in no event shall the term of any Stock Option exceed ten (10) years from its Date of Grant.

d. Exercisability. Stock Options shall become vested and exercisable at such times and upon such terms and conditions as shall be determined by the Committee and set forth in the related Award Agreement. Such terms and conditions may include, without limitation, the satisfaction of (a) performance goals based on one or more Performance Objectives, and/or (b) time-based vesting requirements.

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e. Exercise of Stock Options. Except as otherwise provided in the Plan or in a related Award Agreement, a Stock Option may be exercised for all or any portion of the Shares for which it is then exercisable. A Stock Option shall be exercised by the delivery of a notice of exercise to the Company or its designee in a form specified by the Company which sets forth the number of Shares with respect to which the Stock Option is to be exercised and full payment of the exercise price for such Shares. The exercise price of a Stock Option may be paid, in the discretion of the Committee and as set forth in the applicable Award Agreement: (i) in cash or its equivalent; (ii) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the aggregate exercise price; (iii) by a cashless exercise (including by withholding Shares deliverable upon exercise and through a broker-assisted arrangement to the extent permitted by Applicable Laws); (iv) by a combination of the methods described in clauses (i), (ii) and/or (iii); or (v) through any other method approved by the Committee in its sole discretion. As soon as practicable after receipt of the notification of exercise and full payment of the exercise price, the Company shall cause the appropriate number of Shares to be issued to the Participant.

f. Special Rules Applicable to Incentive Stock Options. Notwithstanding any other provision in the Plan to the contrary:

(i) Incentive Stock Options may be granted only to Employees of the Company and its Subsidiaries. The terms and conditions of Incentive Stock Options shall be subject to and comply with the requirements of Section 422 of the Code.

(ii) To the extent that the aggregate Fair Market Value of the Shares (determined as of the Date of Grant) with respect to which an Incentive Stock Option is exercisable for the first time by any Participant during any calendar year (under all plans of the Company and its Subsidiaries) is greater than $100,000 (or such other amount specified in Section 422 of the Code), as calculated under Section 422 of the Code, then the Stock Option shall be treated as a Nonqualified Stock Option.

(iii) No Incentive Stock Option shall be granted to any Participant who, on the Date of Grant, is a Ten Percent Shareholder, unless (x) the exercise price per Share of such Incentive Stock Option is at least one hundred and ten percent (110%) of the Fair Market Value of a Share on the Date of Grant, and (y) the term of such Incentive Stock Option shall not exceed five (5) years from the Date of Grant.

7. Stock Appreciation Rights. Subject to the terms and conditions of the Plan, Stock Appreciation Rights may be granted to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.

a. Award Agreement. Each Stock Appreciation Right shall be evidenced by an Award Agreement that shall specify the exercise price, the term of the Stock Appreciation Right, the number of Shares covered by the Stock Appreciation Right, the conditions upon which the Stock Appreciation Right shall become vested and exercisable and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan.

b. Exercise Price. The exercise price per Share of a Stock Appreciation Right shall be determined by the Committee at the time the Stock Appreciation Right is granted and shall be specified in the related Award Agreement; provided, however, that in no event shall the exercise price per Share of any Stock Appreciation Right be less than one hundred percent (100%) of the Fair Market Value of a Share on the Date of Grant.

c. Term. The term of a Stock Appreciation Right shall be determined by the Committee and set forth in the related Award Agreement; provided, however, that in no event shall the term of any Stock Appreciation Right exceed ten (10) years from its Date of Grant.

d. Exercisability of Stock Appreciation Rights. A Stock Appreciation Right shall become vested and exercisable at such times and upon such terms and conditions as may be determined by the Committee and set forth in the related Award Agreement. Such terms and conditions may include, without limitation, the satisfaction of (i) performance goals based on one or more Performance Objectives, and/or (ii) time-based vesting requirements.

e. Exercise of Stock Appreciation Rights. Except as otherwise provided in the Plan or in a related Award Agreement, a Stock Appreciation Right may be exercised for all or any portion of the Shares for

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which it is then exercisable. A Stock Appreciation Right shall be exercised by the delivery of a notice of exercise to the Company or its designee in a form specified by the Company which sets forth the number of Shares with respect to which the Stock Appreciation Right is to be exercised. Upon exercise, a Stock Appreciation Right shall entitle a Participant to an amount equal to (a) the excess of (i) the Fair Market Value of a Share on the exercise date over (ii) the exercise price per Share, multiplied by (b) the number of Shares with respect to which the Stock Appreciation Right is exercised. A Stock Appreciation Right may be settled in whole Shares, cash or a combination thereof, as specified by the Committee in the related Award Agreement.

8. Restricted Shares. Subject to the terms and conditions of the Plan, Restricted Shares may be granted or sold to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.

a. Award Agreement. Each Restricted Shares Award shall be evidenced by an Award Agreement that shall specify the number of Restricted Shares, the restricted period(s) applicable to the Restricted Shares, the conditions upon which the restrictions on the Restricted Shares will lapse and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan.

b. Terms, Conditions and Restrictions. The Committee shall impose such other terms, conditions and/or restrictions on any Restricted Shares as it may deem advisable, including, without limitation, a requirement that the Participant pay a purchase price for each Restricted Share, restrictions based on the achievement of specific Performance Objectives, time-based restrictions or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Shares. Unless otherwise provided in the related Award Agreement or required by applicable law, the restrictions imposed on Restricted Shares shall lapse upon the expiration or termination of the applicable restricted period and the satisfaction of any other applicable terms and conditions. Subject to Sections 18 and 20 of the Plan, or as otherwise provided in the related Award Agreement in connection with a Change in Control or a Participant’s death, disability, retirement, involuntary termination of employment or service without Cause or termination of employment or service for good reason, (i) no condition on vesting of Restricted Shares that is based upon the achievement of Performance Objectives shall be based on performance over a period of less than one year, and (ii) no condition on vesting of Restricted Shares that is based solely upon continued employment or service shall provide for vesting in full of the Restricted Shares more quickly than three (3) years from the Date of Grant of the Award (which vesting period may lapse on a pro-rated, graded, or cliff basis as specified in the Award Agreement); provided, however, that up to five percent (5%) of the Shares available for grant as Restricted Shares (together with all other Shares available for grant as Full Value Awards) may be granted with a vesting period of at least one (1) year, regardless of whether vesting is conditioned upon the achievement of Performance Objectives; provided further that these minimum vesting provisions shall not apply to any grant of Restricted Shares to Directors.

c. Custody of Certificates. To the extent deemed appropriate by the Committee, the Company may retain the certificates, if any, representing Restricted Shares in the Company’s possession until such time as all terms, conditions and/or restrictions applicable to such Shares have been satisfied or lapse.

d. Rights Associated with Restricted Shares during Restricted Period. During any restricted period applicable to Restricted Shares: (i) the Restricted Shares may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated; (ii) unless otherwise provided in the related Award Agreement, the Participant shall be entitled to exercise full voting rights associated with such Restricted Shares; and (iii) the Participant shall be entitled to all dividends and other distributions paid with respect to such Restricted Shares during the restricted period. The Award Agreement may require that receipt of any dividends or other distributions with respect to the Restricted Shares shall be subject to the same terms and conditions as the Restricted Shares with respect to which they are paid. Notwithstanding the preceding sentence, dividends or other distributions with respect to Restricted Shares that vest based on the achievement of Performance Objectives shall be accumulated until such Award is earned, and the dividends or other distributions shall not be paid if the Performance Objectives are not satisfied.

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9. Restricted Share Units. Subject to the terms and conditions of the Plan, Restricted Share Units may be granted or sold to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.

a. Award Agreement. Each Restricted Share Unit Award shall be evidenced by an Award Agreement that shall specify the number of units, the restricted period(s) applicable to the Restricted Share Units, the conditions upon which the restrictions on the Restricted Share Units will lapse, the time and method of payment of the Restricted Share Units, and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan.

b. Terms, Conditions and Restrictions. The Committee shall impose such other terms, conditions and/or restrictions on any Restricted Share Units as it may deem advisable, including, without limitation, a requirement that the Participant pay a purchase price for each Restricted Share Unit, restrictions based on the achievement of specific Performance Objectives and/or time-based restrictions or holding requirements. Subject to Sections 18 and 20 of the Plan, or as otherwise provided in the related Award Agreement in connection with a Change in Control or a Participant’s death, disability, retirement, involuntary termination of employment or service without Cause or termination of employment or service for good reason, (i) no condition on vesting of Restricted Share Units that is based upon the achievement of Performance Objectives shall be based on performance over a period of less than one year, and (ii) no condition on vesting of Restricted Share Units that is based solely upon continued employment or service shall provide for vesting in full of the Restricted Share Units more quickly than three (3) years from the Date of Grant of the Award (which vesting period may lapse on a pro-rated, graded, or cliff basis as specified in the Award Agreement); provided, however, that up to five percent (5%) of the Shares available for grant as Restricted Share Units (together with all other Shares available for grant as Full Value Awards) may be granted with a vesting period of at least one (1) year, regardless of whether vesting is conditioned upon the achievement of Performance Objectives; provided further that these minimum vesting provisions shall not apply to any grant of Restricted Share Units to Directors.

c. Form of Settlement. Restricted Share Units may be settled in whole Shares, cash or a combination thereof, as specified by the Committee in the related Award Agreement.

d. Dividend Equivalents. Restricted Share Units may provide the Participant with dividend equivalents, on either a current or deferred or contingent basis, and either in cash or in additional Shares, as determined by the Committee in its sole discretion and set forth in the related Award Agreement; provided that dividend equivalents with respect to Restricted Share Units that vest based on the achievement of Performance Objectives shall be accumulated until such Award is earned, and the dividend equivalents shall not be paid if the Performance Objectives are not satisfied.

10. Other Share-Based Awards. Subject to the terms and conditions of the Plan, Other Share-Based Awards may be granted to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion. Other Share-Based Awards are Awards that are valued in whole or in part by reference to, or otherwise based on the Fair Market Value of, Shares, and shall be in such form as the Committee shall determine, including without limitation, time-based or performance-based units that are settled in Shares and/or cash and stock equivalent units.

a. Award Agreement. Each Other Share-Based Award shall be evidenced by an Award Agreement that shall specify the terms and conditions upon which the Other Share-Based Award shall become vested, if applicable, the time and method of settlement, the form of settlement and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan. Subject to Sections 18 and 20 of the Plan, or as otherwise provided in the related Award Agreement in connection with a Change in Control or a Participant’s death, disability, retirement, involuntary termination of employment or service without Cause or termination of employment or service for good reason, (i) no condition on vesting of an Other Share-Based Award that is based solely upon the achievement of Performance Objectives shall be based on performance over a period of less than one year, and (ii) no condition on vesting of an Other Share-Based Award that is based upon continued employment or service shall provide for vesting in full of the Other Share-Based Award more quickly than three (3) years from the Date of Grant of the Award (which vesting period may lapse on a pro-rated, graded, or cliff basis as specified in the Award Agreement); provided, however, that up to five percent

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(5%) of the Shares available for grant as Other Share-Based Awards (together with all other Shares available for grant as Full Value Awards) may be granted with a vesting period of at least one (1) year, regardless of whether vesting is conditioned upon the achievement of Performance Objectives; provided further that these minimum vesting provisions shall not apply to any grant of Other Share-Based Awards to Directors.

b. Form of Settlement. An Other Share-Based Award may be settled in whole Shares, cash or a combination thereof, as specified by the Committee in the related Award Agreement.

c. Dividend Equivalents. Other Share-Based Awards may provide the Participant with dividend equivalents, on either a current or deferred or contingent basis, and either in cash or in additional Shares, as determined by the Committee in its sole discretion and set forth in the related Award Agreement; provided that dividend equivalents with respect to Other Share-Based Awards that vest based on the achievement of Performance Objectives shall be accumulated until such Award is earned, and the dividend equivalents shall not be paid if the Performance Objectives are not satisfied.

11. Cash-Based Awards. Subject to the terms and conditions of the Plan, Cash-Based Awards may be granted to Participants in such amounts and upon such other terms and conditions as shall be determined by the Committee in its sole discretion. Each Cash-Based Award shall be evidenced by an Award Agreement that shall specify the payment amount or payment range, the time and method of settlement and the other terms and conditions, as applicable, of such Award which may include, without limitation, restrictions based on the achievement of specific Performance Objectives.

12. Compliance with Section 409A. Awards granted under the Plan shall be designed and administered in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A of the Code. To the extent that the Committee determines that any award granted under the Plan is subject to Section 409A of the Code, the Award Agreement shall incorporate the terms and conditions necessary to avoid the imposition of an additional tax under Section 409A of the Code upon a Participant. Notwithstanding any other provision of the Plan or any Award Agreement (unless the Award Agreement provides otherwise with specific reference to this Section): (i) an Award shall not be granted, deferred, accelerated, extended, paid out, settled, substituted or modified under the Plan in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon a Participant; and (ii) if an Award is subject to Section 409A of the Code, and if the Participant holding the award is a “specified employee” (as defined in Section 409A of the Code, with such classification to be determined in accordance with the methodology established by the Company), then, to the extent required to avoid the imposition of an additional tax under Section 409A of the Code upon a Participant, no distribution or payment of any amount shall be made before the date that is six (6) months following the date of such Participant’s “separation from service” (as defined in Section 409A of the Code) or, if earlier, the date of the Participant’s death. Although the Company intends to administer the Plan so that Awards will be exempt from, or will comply with, the requirements of Section 409A of the Code, the Company does not warrant that any Award under the Plan will qualify for favorable tax treatment under Section 409A of the Code or any other provision of federal, state, local, or non-United States law. The Company shall not be liable to any Participant for any tax, interest, or penalties the Participant might owe as a result of the grant, holding, vesting, exercise, or payment of any Award under the Plan.

13. Compliance with Section 162(m).

a. In General. Notwithstanding anything in the Plan to the contrary, Awards may be granted in a manner that is intended to qualify for the Performance-Based Exception. As determined by the Committee in its sole discretion, the grant, vesting, exercisability and/or settlement of any Restricted Shares, Restricted Share Units Other Share-Based Awards and Cash-Based Awards intended to qualify for the Performance-Based Exception shall be conditioned on the attainment of one or more Performance Objectives during a performance period established by the Committee and must satisfy the requirements of this Section 13.

b. Performance Objectives. If an Award is intended to qualify for the Performance-Based Exception, then the Performance Objectives shall be based on specified levels of or growth in one or more of the following criteria: return on net assets, return on capital employed, economic value added, sales, revenue, earnings per share, operating income, net income, earnings before interest and taxes,

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return on equity, total shareholder return, market valuation, cash flow, completion of acquisitions, product and market development, inventory management, working capital management and customer satisfaction. The foregoing business criteria may be clarified by reasonable definitions adopted from time to time by the Committee, which may include or exclude any items as the Committee may specify, including but not limited to: extraordinary, unusual or non-recurring items; effects of accounting changes; effects of currency fluctuations; effects of financing activities; effects relating to the impairment of goodwill or other intangible assets; expenses for restructuring or productivity initiatives; non-operating items; acquisition expenses; and effects of acquisitions, divestitures or reorganizations.

c. Establishment of Performance Goals. With respect to Awards intended to qualify for the Performance-Based Exception, the Committee shall establish: (i) the applicable Performance Objectives and performance period, and (ii) the formula for computing the payout. Such terms and conditions shall be established in writing while the outcome of the applicable performance period is substantially uncertain, but in no event later than the earlier of: (x) ninety days after the beginning of the applicable performance period; or (y) the expiration of twenty-five percent (25%) of the applicable performance period.

d. Certification of Performance. With respect to any Award intended to qualify for the Performance-Based Exception, the Committee shall certify in writing whether the applicable Performance Objectives and other material terms imposed on such Award have been satisfied, and, if they have, ascertain the amount of the payout or vesting of the Award. Notwithstanding any other provision of the Plan, payment or vesting of any such Award shall not be made until the Committee certifies in writing that the applicable Performance Objectives and any other material terms of such Award were in fact satisfied in a manner conforming to applicable regulations under Section 162(m) of the Code.

e. Negative Discretion. With respect to any Award intended to qualify for the Performance-Based Exception, after the date that the Performance Objectives are required to be established in writing pursuant to Section 13(c), the Committee shall not have discretion to increase the amount of compensation that is payable upon achievement of the designated Performance Objectives. However, the Committee may, in its sole discretion, reduce the amount of compensation that is payable upon achievement of the designated Performance Objectives.

14. Transferability. Except as otherwise determined by the Committee, no Award or dividend equivalents paid with respect to any Award shall be transferable by the Participant except by will or the laws of descent and distribution; provided, that if so determined by the Committee, each Participant may, in a manner established by the Board or the Committee, designate a beneficiary to exercise the rights of the Participant with respect to any Award upon the death of the Participant and to receive Shares or other property issued or delivered under such Award. Except as otherwise determined by the Committee, Stock Options and Stock Appreciation Rights will be exercisable during a Participant’s lifetime only by the Participant or, in the event of the Participant’s legal incapacity to do so, by the Participant’s guardian or legal representative acting on behalf of the Participant in a fiduciary capacity under state law and/or court supervision.

15. Adjustments. In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation), such as a stock dividend, stock split, reverse stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend, the Committee shall cause there to be an equitable adjustment in the numbers of Shares specified in Section 3 of the Plan and, with respect to outstanding Awards, in the number and kind of Shares subject to outstanding Awards and the exercise price or other price of Shares subject to outstanding Awards, in each case to prevent dilution or enlargement of the rights of Participants. In the event of any other change in corporate capitalization, or in the event of a merger, consolidation, liquidation, or similar transaction, the Committee may, in its sole discretion, cause there to be an equitable adjustment as described in the foregoing sentence, to prevent dilution or enlargement of rights; provided, however, that, unless otherwise determined by the Committee, the number of Shares subject to any Award shall always be rounded down to a whole number. Notwithstanding the foregoing, the Committee shall not make any adjustment pursuant to this Section 15 that would (i) cause any Stock Option intended to qualify as an ISO to fail to so qualify, (ii) cause an Award that is otherwise exempt from Section 409A of the Code to become subject to Section 409A, or (iii) cause an Award that is subject

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to Section 409A of the Code to fail to satisfy the requirements of Section 409A. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on all Participants and any other persons claiming under or through any Participant.

16. Fractional Shares. The Company shall not be required to issue or deliver any fractional Shares pursuant to the Plan and, unless otherwise provided by the Committee, fractional shares shall be settled in cash.

17. Withholding Taxes. To the extent required by Applicable Law, a Participant shall be required to satisfy, in a manner satisfactory to the Company or Subsidiary, as applicable, any withholding tax obligations that arise by reason of a Stock Option or Stock Appreciation Right exercise, the vesting of or settlement of Shares under an Award, an election pursuant to Section 83(b) of the Code or otherwise with respect to an Award. The Company and its Subsidiaries shall not be required to issue or deliver Shares, make any payment or to recognize the transfer or disposition of Shares until such obligations are satisfied. The Committee may permit or require these obligations to be satisfied by having the Company withhold a portion of the Shares that otherwise would be issued or delivered to a Participant upon exercise of a Stock Option or Stock Appreciation Right or upon the vesting or settlement of an Award, or by tendering Shares previously acquired, in each case having a Fair Market Value equal to the minimum amount required to be withheld or paid. Any such elections are subject to such conditions or procedures as may be established by the Committee and may be subject to disapproval by the Committee.

18. Foreign Employees. Without amending the Plan, the Committee may grant Awards to Participants who are foreign nationals, or who are subject to Applicable Laws of one or more non-United States jurisdictions, on such terms and conditions different from those specified in the Plan as may in the judgment of the Committee be necessary or desirable to foster and promote achievement of the purposes of the Plan, and, in furtherance of such purposes, the Committee may make such modifications, amendments, procedures, and the like as may be necessary or advisable to comply with provisions of Applicable Laws of other countries in which the Company or its Subsidiaries operate or have employees.

19. Termination for Cause; Forfeiture of Awards. If a Participant’s employment or service is terminated by the Company or a Subsidiary for Cause, as determined by the Committee in its sole discretion, then the Participant shall forfeit all Awards granted under the Plan to the extent then held by the Participant. In addition, any Award granted to a Participant shall be subject to forfeiture or repayment pursuant to the terms of any applicable compensation recovery policy adopted by the Company, including any such policy that may be adopted to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act or any rules or regulations issued by the Securities and Exchange Commission or applicable securities exchange.

20. Change in Control and Potential Change in Control.

a. Change in Control. In the event of a Change in Control: (x) all outstanding Awards held by the Participant that may be exercised shall become fully exercisable and shall remain exercisable for the full duration of their term effective immediately prior to the Change in Control, (y) all restrictions with respect to outstanding Awards shall lapse effective immediately prior to the Change in Control, with any specified Performance Objectives with respect to outstanding Awards deemed to be satisfied at the “target” level, and (z) all outstanding Awards shall become fully vested effective immediately prior to the Change in Control.

b. Potential Change in Control. In the event of a Potential Change in Control, all Awards shall continue to vest during the applicable vesting period, if any. Notwithstanding the preceding sentence, if a Participant incurs a Qualified Termination during the Potential Change in Control Protection Period, then upon such termination: (x) all outstanding Awards held by the Participant that may be exercised shall become fully exercisable and shall remain exercisable for the full duration of their term, (y) all restrictions with respect to outstanding Awards shall lapse, with any specified Performance Objectives with respect to outstanding Awards deemed to be satisfied at the “target” level, and (z) all outstanding Awards shall become fully vested.

c. Cancellation Right. The Committee may, in its sole discretion and without the consent of Participants, either by the terms of the Award Agreement applicable to any Award or by resolution adopted prior to the occurrence of a Change in Control or Potential Change in Control, provide that any

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outstanding Award (or a portion thereof) shall, upon the occurrence of such Change in Control or Potential Change in Control, be cancelled in exchange for a payment in cash or other property (including shares of the resulting entity in connection with a Change in Control) in an amount equal to the excess, if any, of the Fair Market Value of the Shares subject to the Award, over any exercise price related to the Award, which amount may be zero if the Fair Market Value of a Share on the date of the Change in Control or Potential Change in Control does not exceed the exercise price per Share of the applicable Awards.

21. Amendment, Modification and Termination.

a. In General. The Board may at any time and from time to time, alter, amend, suspend or terminate the Plan in whole or in part; provided, however, that no alteration or amendment that requires shareholder approval in order for the Plan to comply with any rule promulgated by the SEC or any securities exchange on which Shares are listed or any other Applicable Laws shall be effective unless such amendment shall be approved by the requisite vote of shareholders of the Company entitled to vote thereon within the time period required under such applicable listing standard or rule.

b. Adjustments to Outstanding Awards. The Committee may in its sole discretion at any time (i) provide that all or a portion of a Participant’s Stock Options, Stock Appreciation Rights and other Awards in the nature of rights that may be exercised shall become fully or partially exercisable; (ii) provide that all or a part of the time-based vesting restrictions on all or a portion of the outstanding Awards shall lapse, and/or that any Performance Objectives or other performance-based criteria with respect to any Awards shall be deemed to be wholly or partially satisfied; or (iii) waive any other limitation or requirement under any such Award, in each case, as of such date as the Committee may, in its sole discretion, declare. Unless otherwise determined by the Committee, any such adjustment that is made with respect to an Award that is intended to qualify for the Performance-Based Exception shall be made at such times and in such manner as will not cause such Awards to fail to qualify under the Performance-Based Exception. Additionally, the Committee shall not make any adjustment pursuant to this Section 21(b) that would cause an Award that is otherwise exempt from Section 409A of the Code to become subject to Section 409A, or that would cause an Award that is subject to Section 409A of the Code to fail to satisfy the requirements of Section 409A.

c. Prohibition on Repricing. Except for adjustments made pursuant to Sections 15 or 20, the Board or the Committee will not, without the further approval of the shareholders of the Company, authorize the amendment of any outstanding Stock Option or Stock Appreciation Right to reduce the exercise price. No Stock Option or Stock Appreciation Right will be cancelled and replaced with an Award having a lower exercise price, or for another Award, or for cash without further approval of the shareholders of the Company, except as provided in Sections 15 or 20. Furthermore, no Stock Option or Stock Appreciation Right will provide for the payment, at the time of exercise, of a cash bonus or grant or sale of another Award without further approval of the shareholders of the Company. This Section 21(c) is intended to prohibit the repricing of “underwater” Stock Options or Stock Appreciation Rights without shareholder approval and will not be construed to prohibit the adjustments provided for in Sections 15 or 20.

d. Effect on Outstanding Awards. Notwithstanding any other provision of the Plan to the contrary (other than Sections 15, 20, 21(b) and 23(d)), no termination, amendment, suspension, or modification of the Plan or an Award Agreement shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award; provided that the Committee may modify an ISO held by a Participant to disqualify such Stock Option from treatment as an “incentive stock option” under Section 422 of the Code without the Participant’s consent.

22. Applicable Laws. The obligations of the Company with respect to Awards under the Plan shall be subject to all Applicable Laws and such approvals by any governmental agencies as the Committee determines may be required. The Plan and each Award Agreement shall be governed by the laws of the State of Ohio, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction.

23. Miscellaneous.

a. Deferral of Awards. Except with respect to Stock Options, Stock Appreciation Rights and Restricted Shares, the Committee may permit Participants to elect to defer the issuance or delivery of

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Shares or the settlement of Awards in cash under the Plan pursuant to such rules, procedures or programs as it may establish for purposes of the Plan. The Committee also may provide that deferred issuances and settlements include the payment or crediting of dividend equivalents or interest on the deferral amounts. All elections and deferrals permitted under this provision shall comply with Section 409A of the Code, including setting forth the time and manner of the election (including a compliant time and form of payment), the date on which the election is irrevocable, and whether the election can be changed until the date it is irrevocable.

b. No Right of Continued Employment. The Plan shall not confer upon any Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor shall it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate such Participant’s employment or other service at any time. No Employee or Director shall have the right to be selected to receive an Award under the Plan, or, having been so selected, to be selected to receive future Awards.

c. Unfunded, Unsecured Plan. Neither a Participant nor any other person shall, by reason of participation in the Plan, acquire any right or title to any assets, funds or property of the Company or any Subsidiary, including without limitation, any specific funds, assets or other property which the Company or any Subsidiary may set aside in anticipation of any liability under the Plan. A Participant shall have only a contractual right to an Award or the amounts, if any, payable under the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person.

d. Severability. If any provision of the Plan is or becomes invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended or limited in scope to conform to Applicable Laws or, in the discretion of the Committee, it shall be stricken and the remainder of the Plan shall remain in full force and effect.

e. Acceptance of Plan. By accepting any benefit under the Plan, each Participant and each person claiming under or through any such Participant shall be conclusively deemed to have indicated their acceptance and ratification of, and consent to, all of the terms and conditions of the Plan and any action taken under the Plan by the Committee, the Board or the Company, in any case in accordance with the terms and conditions of the Plan.

f. Successors. All obligations of the Company under the Plan and with respect to Awards shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or other event, or a sale or disposition of all or substantially all of the business and/or assets of the Company and references to the “Company” herein and in any Award agreements shall be deemed to refer to such successors.

[END OF DOCUMENT]

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APPENDIX G:

2012 STOCK INCENTIVE AND AWARD PLAN SUMMARY

The 2012 Stock Incentive and Award Plan (“2012 Plan”) authorizes the Company to grant equity-based and cash-based incentive compensation in the form of stock options, stock appreciation rights (or “SARs”), restricted shares, restricted share units, other share-based awards and cash-based awards. The principal features of the 2012 Plan are summarized below.

General Provisions of the 2012 Plan

Plan Limits. The 2012 Plan authorizes the issuance of up to a total of 2,900,000 common shares, inclusive of shares available to be granted under the prior plan immediately prior to shareholder approval of the 2012 Plan. As of October 31, 1,606,000 common shares were available for awards under the prior plan. Upon adoption of the 2012 Plan, no further awards will be made under the prior plan. All of the shares authorized under the 2012 Plan may be granted with respect to incentive stock options.

The following shares will not count against the number of shares available for awards under the 2012 Plan: (i) shares covered by awards under the 2012 Plan and the prior plan that expire or are forfeited, canceled, surrendered or otherwise terminated without the issuance of shares; (ii) shares covered by awards settled only in cash; (iii) shares tendered in payment of the exercise price of stock options; (iv) shares withheld to satisfy a tax withholding obligation; and (v) shares granted in assumption of, or substitution for, awards granted to individuals who become employees or directors as a result of a merger or similar transaction. With respect to SARs that are settled in shares, only the shares used to settle the SAR upon exercise will be counted against the number of shares available for awards under the 2012 Plan. Notwithstanding the foregoing, shares that are repurchased by the Company with stock option proceeds will not be added back to the number of shares available for awards under the 2012 Plan.

The 2012 Plan also imposes various sub-limits on the number of common shares that may be issued to any individual during any calendar year under awards that are intended to qualify for the performance-based compensation exception to Section 162(m) of the Internal Revenue Code. In particular, for any calendar year, the following limits shall apply with respect to awards intended to qualify as performance-based compensation:

• The maximum number of shares subject to stock options or SARs granted in any calendar year to any one participant shall be 750,000 shares.

• The maximum number of restricted shares granted in any calendar year to any one participant shall be 250,000 shares.

• The maximum number of shares that may be issued pursuant to restricted share units or other share-based awards granted in any calendar year to any one participant shall be 250,000 shares (or, if the applicable performance period is more than one year, 250,000 times the full number of years in the performance period).

• The maximum amount of compensation that may be paid under a cash-based award granted in any calendar year to any one participant shall be $5,000,000, or a number of shares having a fair market value not exceeding that amount (or, if the applicable performance period is more than one year, $5,000,000 times the full number of years in the performance period).

Administration of the 2012 Plan. The 2012 Plan will be administered by the Compensation Committee of the Board of Directors of the Company (or such other committee as may be appointed by the Board of Directors in accordance with applicable laws). The Board of Directors may reserve to itself any or all of the authority of the Compensation Committee, and the Board of Directors or the Compensation Committee may delegate any or all of its authority to one or more directors or employees to the extent permitted by applicable laws.

Eligibility for Awards. The 2012 Plan authorizes the Compensation Committee to make awards to any of our employees or non-employee directors. The selection of participants and the nature and size of awards are within the discretion of the Compensation Committee.

Term and Amendment. The 2012 Plan became effective on February 26, 2013 and will remain in effect until February 25, 2022.

The Board of Directors may amend or terminate the 2012 Plan at any time, provided that the 2012 Plan may not be amended without shareholder approval where required by applicable laws. Generally, the amendment or termination of the 2012 Plan or of any award agreement may not adversely affect in a material way any outstanding award without the consent of the participant holding the award.

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2012 STOCK INCENTIVE AND AWARD PLAN SUMMARY

Awards Under the 2012 Plan

General. When an award is granted under the 2012 Plan, the Compensation Committee will establish the terms and conditions of that award. These terms and conditions will be contained in an award agreement and may, for example, require that the participant continue to provide services to the Company or a related entity for a certain period of time or that the participant meet certain performance objectives during a specified period of time. By accepting an award, a participant will agree to be bound by the terms of the 2012 Plan and the associated award agreement. If there is a conflict between the terms of the 2012 Plan and the terms of an award agreement, the terms of the 2012 Plan will control. The types of awards that may be granted under the 2012 Plan are described below.

Stock Options. A stock option gives a participant the right to purchase a specified number of common shares and may be an incentive stock option or nonqualified stock option. The price at which a common share may be purchased upon exercise of a stock option, called the “exercise price,” will be determined by the Compensation Committee, but may not be less than the fair market value of a common share on the date the stock option is granted. Generally, “fair market value” will be the closing price of the Company’s common shares on the date in question. An option’s exercise price may be paid in any way determined by the Compensation Committee, including payment in cash (or a cash equivalent), a cashless exercise, tendering common shares the participant already owns or a combination thereof. In no event may an option be exercised more than 10 years after the date of grant. A participant who has been granted a stock option will not have any dividend or voting rights in connection with the shares underlying the stock option.

Special provisions apply to any incentive stock options granted under the 2012 Plan. All of the shares available for issuance under the 2012 Plan may be issued pursuant to incentive stock options. Incentive stock options may be granted only to employees. Incentive stock options that become exercisable for the first time in any year cannot relate to common shares having a fair market value (determined on the date of grant) of more than $100,000 per participant. The exercise price of an incentive stock option granted to an employee who owns shares possessing more than 10 percent of the Company’s voting power (a “10% shareholder”) may not be less than 110 percent of the fair market value of a common share on the date of grant, and an incentive stock option granted to a 10% shareholder will expire no later than 5 years after the date of grant.

Stock Appreciation Rights. A stock appreciation right gives a participant the right to receive the difference between the SAR’s exercise price and the fair market value of a common share on the date the SAR is exercised. SARs will be settled in (i) cash, (ii) common shares with a value on the settlement date equal to the difference between the fair market value of the common shares and the exercise price, or (iii) a combination of cash and common shares, as determined by the Compensation Committee at the time of grant. The exercise price of a stock appreciation right will be determined by the Compensation Committee, but may not be less than the fair market value of a common share on the date the SAR is granted. A stock appreciation right will be forfeited if the applicable terms and conditions are not met or if it is not exercised before it expires (which may never be later than 10 years after the date of grant). A participant who has been granted a stock appreciation right will not have any dividend or voting rights in connection with the shares underlying the SAR.

Restricted Shares. Restricted shares consist of common shares that are granted to a participant, but which are subject to certain restrictions on transferability and a risk of forfeiture if certain terms and conditions specified by the Compensation Committee are not met by the end of the restriction period. The restrictions may include time-based and/or performance-based restrictions. Generally, time-based restricted shares will have a vesting period of at least three years (and may vest on a pro-rated, graded or cliff basis), and performance-based restricted shares will have a performance period of at least one year. However, up to five percent of the shares available for grant under the 2012 Plan as restricted shares and other “full value awards” (awards settled in shares other than stock options and stock appreciation rights) may be granted with a vesting period of at least one year, regardless of whether vesting is based on the achievement of performance objectives. Unless otherwise determined by the Compensation Committee, a participant who has been granted restricted shares will have the right to receive dividends on the

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2012 STOCK INCENTIVE AND AWARD PLAN SUMMARY

restricted shares and may vote those shares during the restriction period. However, dividends with respect to performance-based restricted shares will be accumulated until the restricted shares are earned and will not be paid unless applicable performance objectives are satisfied.

Restricted Share Units. Restricted share units constitute an agreement to deliver common shares to a participant if certain conditions specified by the Compensation Committee are met by the end of the restriction period. The conditions may include time-based and/or performance-based restrictions. Generally, time-based restricted share units will have a vesting period of at least three years (and may vest on a pro-rated, graded or cliff basis), and performance-based restricted share units will have a performance period of at least one year. However, up to five percent of the shares available for grant under the 2012 Plan as restricted share units and other “full value awards” may be granted with a vesting period of at least one year, regardless of whether vesting is based on the achievement of performance objectives. A participant who has been granted restricted share units will not have any dividend or voting rights in connection with the notional shares underlying the restricted share units, but the Compensation Committee may authorize the payment of dividend equivalents. However, dividend equivalents with respect to performance-based restricted share units will be accumulated until the restricted share units are earned and will not be paid unless applicable performance objectives are satisfied. At the end of the restriction period, the restricted share units either will be forfeited or settled, depending on whether or not the applicable terms and conditions have been satisfied. Restricted share units may be settled by (i) issuing one common share for each restricted share unit, (ii) paying the participant cash equal to the fair market value of a common share for each restricted share unit, or (iii) a combination of common shares and cash, as determined by the Compensation Committee at the time of grant.

Other Share-Based Awards. The Compensation Committee may grant other awards that are valued in whole or in part by reference to, or otherwise based on the fair market value of, common shares. Such other share-based awards shall be subject to terms and conditions specified by the Compensation Committee, which may include time-based and/or performance-based restrictions. Generally, other share-based awards subject to time-based vesting conditions will have a vesting period of at least three years (and may vest on a pro-rated, graded or cliff basis), and other share-based awards subject to performance-based vesting restrictions will have a performance period of at least one year. However, up to five percent of the shares available for grant under the 2012 Plan as other share-based awards and other “full value awards” may be granted with a vesting period of at least one year, regardless of whether vesting is based on the achievement of performance objectives. The Compensation Committee may authorize the payment of dividend equivalents with respect to other share-based awards. However, such dividend equivalents subject to performance-based restrictions will be accumulated until the other share-based awards are earned and will not be paid unless applicable performance objectives are satisfied.

Cash-Based Awards. A cash-based award gives a participant the right to receive a specified amount of cash, subject to terms and conditions as determined by the Compensation Committee, which may include time-based and/or performance-based restrictions.

Performance Objectives. The 2012 Plan provides that performance objectives may be established by the Compensation Committee in connection with any award. Performance objectives may relate to performance of the Company or one or more of its subsidiaries, divisions, departments, units, functions, partnerships, joint ventures or minority investments, product lines or products, or the performance of an individual participant, and performance objectives may be made relative to the performance of a group or companies or a special index of companies.

The Compensation Committee may, in its discretion, grant awards under the 2012 Plan that are intended to qualify for the “performance-based compensation” exemption from Section 162(m) of the Internal Revenue Code. In the case of an award intended to qualify for that exemption, any applicable performance objectives shall be based on the attainment of specified levels of one or more of the following measures: return on net assets, return on capital employed, economic value added, sales, revenue, earnings per share, operating income, net income, earnings before interest and taxes, return on equity, total shareholder return, market valuation, cash flow, completion of acquisitions, product and market development, inventory management, working capital management and customer satisfaction. Those measures may be clarified by reasonable definitions adopted from time to time by the Compensation Committee, which may include or exclude any items as the Compensation Committee may specify, including but not limited to: extraordinary, unusual or non-recurring items; effects of accounting

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2012 STOCK INCENTIVE AND AWARD PLAN SUMMARY

changes; effects of currency fluctuations; effects of financing activities; effects relating to the impairment of goodwill or other intangible assets; expenses for restructuring or productivity initiatives; non-operating items; acquisition expenses; and effects of acquisitions, divestitures or reorganizations. Performance objectives related to an award intended to qualify as performance-based compensation for purposes of Section 162(m) of the Internal Revenue Code will be established by the Compensation Committee within the time period prescribed by, and subject to the other requirements of, Section 162(m) of the Internal Revenue Code.

Forfeiture of Awards. If the Company terminates a participant’s employment or service for cause, then the participant shall forfeit all outstanding awards granted under the 2012 Plan. For this purpose, “cause” will have the meaning provided in any applicable employment agreement or Change-in-Control Retention Agreement with the participant, or if there is no such applicable definition, “cause” shall mean (i) the commission of an act of fraud, embezzlement, theft, or other similar criminal act constituting a felony and involving the business of the Company or its subsidiaries, or (ii) the participant’s continued failure to perform substantially the participant’s duties (other than a failure resulting from a medically determined physical or mental impairment) that is not cured by the participant within 30 days after a written demand from the Company which specifically identifies the manner in which the Company believes that the participant has not substantially performed the participant’s duties. Awards granted under the 2012 Plan may also be subject to forfeiture or repayment to the Company pursuant to any compensation recovery (or “clawback”) policy that may be adopted by the Company, including a policy that may be adopted to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any rules or regulations issued by the SEC or NASDAQ.

Adjustments to Authorized Shares and Outstanding Awards. In the event of any equity restructuring, such as a stock dividend, stock split, reverse stock split, spinoff, rights offering or recapitalization through a large, nonrecurring cash dividend, the Compensation Committee will adjust the number and kind of shares that may be delivered under the 2012 Plan, the individual award limits, and, with respect to outstanding awards, the number and kind of shares subject to outstanding awards, the exercise price, and the grant price or other price of shares subject to outstanding awards, to prevent dilution or enlargement of rights. In the event of any other change in corporate capitalization, such as a merger, consolidation or liquidation, the Compensation Committee may, in its discretion, cause there to be such equitable adjustment as described in the foregoing sentence, to prevent dilution or enlargement of rights. However, unless otherwise determined by the Compensation Committee, the Company will always round down to a whole number of shares subject to any award. Any such adjustment will be made by the Compensation Committee, whose determination will be conclusive.

Prohibition on Repricing. Except in connection with certain corporate transactions or events or with the approval of shareholders, the 2012 Plan prohibits the amendment of outstanding stock options or SARs to reduce the exercise price of the award, and no stock option or SAR will be cancelled and replaced with another award (including an award having a lower exercise price) or for cash. These provisions of the 2012 Plan are intended to prohibit the repricing of “underwater” stock options or SARs without approval of the Company’s shareholders.

Effect of a Potential Change in Control or Change in Control. In the event of a “potential change in control” of the Company, all unvested awards shall continue to vest during the applicable vesting period. However, if, within two years after a potential change in control, a participant’s employment is involuntarily terminated without cause or, if the participant is a party to a Change-in-Control Retention Agreement, the participant terminates his or her employment for “good reason” (as defined in the applicable Change-in-Control Retention Agreement), then upon such termination of employment: (i) all of the participant’s outstanding stock options and SARs shall become fully exercisable and shall remain exercisable for the full duration of their term, (ii) all restrictions with respect to outstanding awards shall lapse, with any specified performance objectives deemed to be satisfied at the “target” level, and (iii) all outstanding awards shall become fully vested. For purposes of the 2012 Plan, a potential change of control generally means the acquisition of at least 25% but less than 35% of the voting power of the Company’s outstanding voting securities.

In the event of a “change in control” of the Company: (i) all outstanding stock options and SARs shall become fully exercisable and shall remain exercisable for the full duration of their term effective immediately prior to the change in control, (ii) all restrictions with respect to outstanding awards shall

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2012 STOCK INCENTIVE AND AWARD PLAN SUMMARY

lapse effective immediately prior to the change in control, with any specified performance objectives deemed to be satisfied at the “target” level, and (iii) all outstanding awards shall become fully vested effective immediately prior to the change in control. For purposes of the 2012 Plan, a change in control generally means (i) the acquisition of 35% or more of the voting power of the Company’s outstanding voting securities; (ii) the replacement of a majority of the members of the incumbent Board of Directors during a 24-month period with new directors who were not approved by at least two-thirds of the directors then in office; (iii) consummation of a merger or consolidation resulting in less than 50% of the combined voting power of the surviving or resulting corporation’s securities being owned by persons who were shareholders of the Company immediately before such transaction; or (iv) the sale of all or substantially all of the assets of the Company in a single transaction or series of related transactions to a single purchaser or group of affiliated purchasers.

The Compensation Committee also has discretion to cancel any award in exchange for a cash payment upon the occurrence of a change in control, or cancel a stock option or SAR without payment if the fair market value of a share on the date of the change in control does not exceed the exercise price per share of the stock option or SAR.

U.S. Federal Income Tax Consequences

The following is a brief summary of the general U.S. federal income tax consequences relating to the 2012 Plan. This summary is based on U.S. federal tax laws and regulations in effect on the date of this proxy statement and does not purport to be a complete description of the U.S. federal income tax laws.

Incentive Stock Options. Incentive stock options are intended to qualify for special treatment available under Section 422 of the Internal Revenue Code. A participant who is granted an incentive stock option will not recognize ordinary income at the time of grant, and the Company will not be entitled to a deduction at that time. A participant will not recognize ordinary income upon the exercise of an incentive stock option provided that the participant was, without a break in service, an employee of the Company or a subsidiary during the period beginning on the date of grant of the option and ending on the date three months prior to the date of exercise (one year prior to the date of exercise if the participant’s employment is terminated due to permanent and total disability).

If the participant does not sell or otherwise dispose of the common shares acquired upon the exercise of an incentive stock option within two years from the date of grant of the incentive stock option or within one year after he or she receives the common shares, then, upon disposition of such common shares, any amount recognized in excess of the exercise price will be taxed to the participant as a capital gain, and the Company will not be entitled to a corresponding deduction. The participant will generally recognize a capital loss to the extent that the amount recognized is less than the exercise price.

If the foregoing holding period requirements are not met, the participant will generally recognize ordinary income at the time of the disposition of the common shares in an amount equal to the lesser of (i) the excess of the fair market value of the common shares on the date of exercise over the exercise price, or (ii) the excess, if any, of the amount recognized upon disposition of the common shares over the exercise price, and the Company will be entitled to a corresponding deduction. Any amount recognized in excess of the value of the common shares on the date of exercise will be capital gain. If the amount recognized is less than the exercise price, the participant generally will recognize a capital loss equal to the excess of the exercise price over the amount recognized upon the disposition of the common shares.

The rules described above that generally apply to incentive stock options do not apply when calculating any alternative minimum tax liability. The rules affecting the application of the alternative minimum tax are complex, and their effect depends on individual circumstances, including whether a participant has items of adjustment other than those derived from incentive stock options.

Nonqualified Stock Options. A participant will not recognize ordinary income when a nonqualified stock option is granted, and the Company will not receive a deduction at that time. When a nonqualified stock option is exercised, a participant will recognize ordinary income in an amount equal to the excess, if any, of the fair market value of the common shares that the participant purchased over the exercise price he or she paid, and the Company generally will be entitled to a corresponding deduction.

Stock Appreciation Rights. A participant will not recognize ordinary income when a stock appreciation right is granted, and the Company will not receive a deduction at that time. When a stock appreciation

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2012 STOCK INCENTIVE AND AWARD PLAN SUMMARY

right is exercised, the participant will recognize ordinary income equal to the cash and/or the fair market value of common shares the participant receives, and the Company generally will be entitled to a corresponding deduction.

Restricted Shares. A participant who has been granted restricted shares will not recognize ordinary income at the time of grant, and the Company will not be entitled to a deduction at that time, assuming that the underlying common shares are not transferable and that the restrictions create a “substantial risk of forfeiture” for federal income tax purposes and that the participant does not make an election under Section 83(b) of the Internal Revenue Code. Generally, upon the vesting of restricted shares, the participant will recognize ordinary income in an amount equal to the then fair market value of the common shares, less any consideration paid for such common shares, and the Company will be entitled to a corresponding deduction. Any gains or losses recognized by the participant upon disposition of the common shares will be treated as capital gains or losses. However, a participant may elect pursuant to Section 83(b) of the Internal Revenue Code to have income recognized at the date of grant of a restricted share award equal to the fair market value of the common shares on the date of grant (less any amount paid for the restricted shares) and to have the applicable capital gain holding period commence as of that date. If a participant makes this election, the Company generally will be entitled to a corresponding deduction in the year of grant.

Restricted Share Units. A participant generally will not recognize ordinary income when restricted share units are granted, and the Company generally will not receive a deduction at that time. Instead, a participant will recognize ordinary income when the restricted share units are settled in an amount equal to the fair market value of the common shares and the cash he or she receives, less any consideration paid, and the Company generally will be entitled to a corresponding deduction.

Other Share-Based Awards. Generally, participants will recognize ordinary income equal to the fair market value of the common shares subject to other share-based awards when they receive the common shares, and the Company generally will be entitled to a corresponding deduction at that time.

Cash-Based Awards. Generally, a participant will recognize ordinary income when a cash-based award is settled in an amount equal to the cash he or she receives, and the Company generally will be entitled to a corresponding deduction at that time.

Miscellaneous. When a participant sells common shares that he or she has received under an award, the participant will generally recognize long-term capital gain or loss if, at the time of the sale, the participant has held the common shares for more than one year (or, in the case of a restricted share award, more than one year from the date the restricted shares vested unless the participant made an election pursuant to Section 83(b) of the Internal Revenue Code, described above). If the participant has held the common shares for one year or less, the gain or loss will be a short-term capital gain or loss.

Section 162(m) of the Tax Code. Section 162(m) of the Internal Revenue Code disallows the deduction of certain compensation in excess of $1 million per year payable to certain covered employees of a public company (generally, the chief executive officer and the next three most highly compensated named executive officers, other than the chief financial officer). Compensation paid to such an officer during a year in excess of $1 million that is not performance-based (or does not comply with other exceptions) generally would not be deductible on the Company’s federal income tax return for that year. It is intended that compensation attributable to any stock options or SARs granted under the 2012 Plan will qualify as performance-based compensation exempt from Section 162(m) of the Internal Revenue Code. The Compensation Committee may, in its discretion, decide to structure other awards granted under the 2012 Plan to qualify for deductibility under Section 162(m).

Section 409A of the Tax Code. In 2004, the Internal Revenue Code was amended to add Section 409A, which created new rules for amounts deferred under nonqualified deferred compensation plans. Section 409A includes a broad definition of nonqualified deferred compensation plans which may extend to various types of awards granted under the 2012 Plan. If an award is subject to, but fails to comply with, Section 409A, the participant would generally be subject to accelerated income taxation, plus a 20% penalty tax and an interest charge. The Company intends that awards granted under the 2012 Plan will either be exempt from, or will comply with, Section 409A.

Benefits Proposed to be Awarded Under the 2012 Plan. No benefits or amounts have been granted, awarded or received under the 2012 Plan. The issuance of any awards under the 2012 Plan will be at the

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2012 STOCK INCENTIVE AND AWARD PLAN SUMMARY

discretion of the Compensation Committee. Therefore, it is not possible to determine the amount or form of any award that will be granted to any individual in the future as there are many variables the Committee considers in granting equity awards, including compensation of our executive officers compared to peer group compensation, share price at the time the Committee sets executive compensation, and, for payouts under the Long-Term Incentive Plan, performance against predetermined metrics at the time of settlement.

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EX-10.H.1

Exhibit 10-h-1

CHANGE-IN-CONTROL RETENTION AGREEMENT

This Agreement is entered into as of [December     , 2008] by and between The Nordson Corporation, an Ohio corporation (“Nordson”), and [Name of Executive], an individual (“Employee”).

Employee is an executive and key employee of Nordson and is now serving Nordson as its [Executive’s Title]. Nordson desires to assure itself of continuity of management in the event of any threatened or actual Change in Control, to provide inducements for Employee not to compete with Nordson, and to assure itself, in the event of any threatened or actual Change in Control, of the continued performance of services by Employee on an objective and impartial basis and without distraction by concern for [his/her] employment status and security. In order to induce Employee to remain in its employ, Nordson agrees that if Employee’s employment with Nordson is terminated after a Change in Control under certain circumstances as described below, Nordson will pay the severance benefits set forth in this Agreement.

Nordson and Employee agree as follows:

1. Operation of Agreement. This Agreement will be effective and binding immediately upon the date first set forth above (the “Effective Date”) but will not be operative unless and until there has been a Change in Control while Employee is in the employ of Nordson. If a Change in Control occurs while Employee is in the employ of Nordson, this Agreement will become immediately operative and (subject only to the possible undoing of the particular Change in Control, as provided in Section 14 below) will continue in effect in accordance with its terms.

2. Retention Period. If and when a Change in Control occurs, Nordson will continue to employ Employee and Employee will continue in the employ of Nordson during the period (the “Retention Period”) that begins on the first date on which a Change in Control occurs (the “Change in Control Date”) and ends at the close of business on the second anniversary of the Change in Control Date, except that Employee’s employment may be terminated during the Retention Period as provided in Section 5 below.

3. Position, Duties, Responsibilities. At all times during the Retention Period, Employee will:

(a) hold the same position with substantially the same duties and responsibilities as an executive of Nordson as Employee held immediately before the Change in Control, as those duties and responsibilities may be extended from time to time during the Retention Period by Nordson’s Board of Directors (the “Board”);

(b) observe all Nordson policies applicable to Nordson executive personnel; and

(c) devote [his/her] business time, energy, and talent to the business of and to the furtherance of the purposes and objectives of Nordson to generally the same extent as Employee so devoted [his/her] business time, energy, and talent before the Change in Control.

Nothing in this Agreement will preclude Employee from devoting reasonable periods of time to charitable and community activities or the management of Employee’s investment assets provided those activities do not materially interfere with the performance of Employee’s duties under this Agreement.

4. Compensation and Benefits During the Retention Period. During the Retention Period, Employee will be entitled to the same base salary and to the same or equivalent other elements of total direct compensation opportunity (consisting of, short and long term incentive compensation, equity grants, and executive perquisites) and employee pension and welfare benefits as that afforded to Employee by Nordson immediately before the Change in Control Date.

5. Termination Following a Change in Control. During the Retention Period, Employee’s employment with Nordson (and the Retention Period) may be terminated only in accordance with one of the subsections of this Section 5. For all purposes of this Agreement, the term “Employment Termination Date” means the last date on which Employee is employed by Nordson.

(a) By Nordson for Cause. Nordson may terminate Employee’s employment under this Agreement for “Cause,” effective immediately upon giving notice of termination, if:

(i) Employee commits an act of fraud, embezzlement, theft, or other similar criminal act constituting a felony and involving Nordson’s business, or

(ii) Employee (except by reason of incurring a disability) breaches [his/her] agreement with respect to the time to be devoted to the business of Nordson set forth in Section 3(c) above and fails to cure that breach within 30 days of receipt of written notice of that breach from the Board.

(b) By Nordson without Cause. Nordson may terminate Employee’s employment under this Agreement without Cause at any time, effective immediately upon giving notice of that termination.

(c) 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;

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(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.

(d) By Employee without Good Reason. Employee may terminate [his/her] employment under this Agreement without Good Reason at any time, effective immediately upon giving of notice of that termination.

(e) Upon Death or Retirement. Upon the death or Retirement of Employee, Employee’s employment under this Agreement will terminate automatically and without further notice, effective as of the date of death or Retirement. For all purposes of this Agreement, “Retirement” means Employee’s termination of employment under the terms of the applicable Nordson retirement plan as in effect immediately before the Change in Control Date.

(f) Upon Total Disability. Nordson may terminate Employee’s employment under this Agreement, effective thirty days after the giving of notice by Nordson, if Employee suffers a Total Disability. For all purposes of this Agreement, “Total Disability” means a physical or mental impairment, due to accident or illness, that renders Employee permanently incapable of performing the duties attached to Employee’s position as those duties existed immediately before the Change in Control Date.

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6. Payments upon Termination.

(a) Termination for Cause or without Good Reason. If during the Retention Period Nordson terminates Employee’s employment for Cause or Employee terminates [his/her] employment without Good Reason, Employee will not be entitled to any termination, separation, severance, or similar benefits under this Agreement.

(b) Termination Upon Employee’s Total Disability, Retirement, or Death. If during the Retention Period Employee’s employment is terminated as a result of Employee’s Total Disability, Retirement, or death, Employee will be entitled to benefits under and in accordance with Nordson’s disability, retirement, and death benefit (including life insurance policies) plans and policies as in effect immediately before the Change in Control Date, or benefits equivalent thereto. In addition, Nordson will pay to Employee (or to Employee’s estate in the event of Employee’s death) any Unpaid Prior Year Bonus and a Current Year Pro Rata Bonus. For all purposes of this Agreement, the term “Unpaid Prior Year Bonus” means any bonus for the fiscal year ended immediately before the fiscal year in which the Employment Termination Date occurs that remains unpaid as of the Employment Termination Date (whether or not, under normal practice, that bonus would not be paid until a date later than the Employment Termination Date).

For all purposes of this Agreement, the term “Current Year Pro Rata Bonus” means (x) an amount calculated on the same date and in the same manner as Employee’s annual incentive bonus under the bonus plan in effect for the fiscal year in which the Employment Termination Date occurs would have been calculated if Employee’s employment had not been terminated and, to the extent relevant to that calculation, Employee’s performance through the entire fiscal year had been equal to [his/her] performance during the part of the fiscal year ending on the Employment Termination Date, multiplied by (y) a fraction, the numerator of which is the number of days in the partial fiscal year ending on the Employment Termination Date and the denominator of which is 365. Unless any payment under this Section 6(b) must be postponed by reason of Section 409A of the Internal Revenue Code (as provided in Exhibit A to this Agreement): Nordson will pay any Unpaid Prior Year Bonus at the same time that amount would have been paid if Employee’s employment had continued indefinitely but not later than March 15 of the year in which the Employment Termination Date occurs; Nordson will pay any Current Year Pro Rata Bonus at the same time that amount would have been paid if Employee’s employment had continued indefinitely but not later than March 15 of the year immediately after the year in which the Employment Termination Date occurs; and Nordson will pay any other benefits or amounts payable pursuant to this Section 6(b) at the time specified in the applicable plan.

(c) Termination without Cause or for Good Reason. If during the Retention Period Employee’s employment is terminated by Nordson without Cause or by Employee for Good Reason, Nordson will pay and provide to Employee the following compensation and benefits:

(i) Accrued Obligations. Nordson will pay to Employee base salary through the Employment Termination Date (at the rate in effect immediately before the

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Employment Termination Date), any Unpaid Prior Year Bonus, a Pro Rata Current Year Bonus, and all other amounts to which Employee is entitled under any Nordson compensation plan applicable to Employee that is listed on Exhibit B to this Agreement. Unless any payment under this Section 6(c)(i) must be postponed by reason of Section 409A of the Internal Revenue Code (as provided in Exhibit A to this Agreement), Nordson will pay any base salary within five business days of the Employment Termination Date; Nordson will pay any Unpaid Prior Year Bonus at the same time that amount would have been paid if Employee’s employment had continued indefinitely but not later than March 15 of the year in which the Employment Termination Date occurs; Nordson will pay any Current Year Pro Rata Bonus at the same time that amount would have been paid if Employee’s employment had continued indefinitely but not later than March 15 of the year immediately after the year in which the Employment Termination Date occurs; and Nordson will pay any other amounts payable pursuant to this Section 6(c)(i) at the time specified in the applicable compensation plan.

(ii) Severance Payment. Nordson will pay to Employee a severance payment equal to two times the sum of (x) Employee’s annual base salary (at the rate in effect immediately before the Employment Termination Date) plus (y) Employee’s annual target incentive bonus in effect on the Employment Termination Date. Unless this payment must be postponed by reason of Section 409A of the Internal Revenue Code (as provided in Exhibit A to this Agreement), Nordson will pay this amount to Employee within five business days of the Termination Date.

(iii) Continuing Plan Coverage. For a period of two years following the Employment Termination Date, Nordson will maintain in full force and continue to provide full benefits to Employee under all life insurance, health (medical and dental), accidental death and dismemberment, pension, and disability plans and programs in which Employee was entitled to participate immediately before the Employment Termination Date, except that (x) if Employee’s continued participation is not possible under the general terms and provisions of any such plan or program, Nordson will provide Employee with benefits equivalent to those provided by each such plan and program, and (y) Nordson will not be required to maintain any of these plans and programs, or the equivalent thereof, after Employee has either reached the normal retirement date under the retirement or pension plan in effect immediately before the Change in Control Date or secured full time employment with another employer that provides benefits to Employee under a comparable plan or program that are at least substantially equal to the benefits provided by Nordson. To assure compliance with Section 409A of the Internal Revenue Code, the timing of the provision of any benefits under this Section 6(c)(iii) will be subject to Section B of Exhibit A to this Agreement if and to the extent any part of that section is applicable according to its terms.

(iv) Lump Sum Payment Based on Additional Two Years of Age and Service under Pension and Excess Defined Benefit Plans. Nordson will pay to Employee a lump sum amount equal to the amount by which the aggregate actuarial present value, calculated as of the Employment Termination Date, of all amounts payable with respect to Employee under the Nordson Corporation Salaried Employees Pension Plan, the

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Nordson Corporation Excess Defined Benefit Pension Plan, and the Nordson Corporation 2005 Excess Defined Benefit Pension Plan (or equivalent plans) would be increased if Employee had an additional two years of age and an additional two years of service credit under each of these plans. Unless this payment must be postponed by reason of Section 409A of the Internal Revenue Code (as provided in Exhibit A to this Agreement), Nordson will pay this amount to Employee within five business days of the Employment Termination Date.

(v) Career Counseling. Nordson will make available to Employee, at Nordson’s expense, outplacement counseling services. Employee may select the organization that will provide Employee with such services, provided that Nordson will not be required to pay more than $50,000 for any such services. To assure compliance with Section 409A of the Internal Revenue Code, the timing of the provision of any benefits under this Section 6(c)(v) will be subject to Section B of Exhibit A to this Agreement if and to the extent any part of that section is applicable according to its terms.

7. No Set-Off; No Obligation to Seek Other Employment or to Otherwise Mitigate Damages; No Effect Upon Other Agreements. Nordson’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations under this Agreement will not be affected by any set-off, counterclaim, recoupment, defense, or other claim whatsoever that Nordson may have against Employee. Employee will not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise. Except as expressly provided in Section 6(c)(iii) as to continuing coverage of benefit plans, the amount of any payment or benefits provided for under this Agreement will not be reduced by any compensation or benefits earned by Employee as the result of employment by another employer or otherwise after the Employee’s termination date. Except as provided in Section 15(b), the provisions of this Agreement will not affect the validity or enforceability of any other agreement between Nordson and Employee, and the benefits provided under this Agreement will be additive to any other benefits promised to Employee under any such other agreement. Moreover, this Agreement will not operate to negate any other assurances provided to Employee.

8. Effect of Disability. If Employee becomes disabled and [his/her] disability does not rise to the level of a Total Disability during the Retention Period to such an extent that [he/she] is permanently prevented from performing [his/her] duties under this Agreement by reason of physical or mental incapacity:

(a) Employee will be entitled to disability and other benefits at least equal to those that would have been available to [him/her] had Nordson continued, throughout the period of Employee’s disability, all of its programs, benefits, and policies with respect to disabled employees that were in effect immediately before the Change in Control Date, and

(b) if Employee recovers from [his/her] disability before the expiration of the Retention Period, [he/she] will be reinstated as an active employee for the remainder of the Retention Period under and subject to all of the terms of this Agreement including, without limitation, Nordson’s right to terminate Employee with or without Cause under Sections 5(a) and 5(b), respectively.

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9. Confidential Information. Employee will not, at any time after the Effective Date, either directly or indirectly, disclose or make known to any person, firm, or corporation any confidential information, trade secret, or proprietary information of Nordson that Employee may have acquired before the Effective Date or may acquire after the Effective Date in the performance of Employee’s duties as an employee of Nordson. Upon the termination of Employee’s employment with Nordson, Employee will deliver forthwith to Nordson any and all literature, documents, correspondence, and other materials and records furnished to or acquired by Employee during the course of [his/her] employment.

10. Noncompetition. During the Retention Period Employee will not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in direct competition with Nordson in any market in any line of business engaged in by Nordson during the Retention Period.

11. Costs of Enforcement. Nordson will pay and be solely responsible for any and all costs and expenses (including attorneys’ fees) incurred by Employee in seeking to enforce Nordson’s obligations under this Agreement unless and to the extent a court of competent jurisdiction determines that Nordson was relieved of those obligations because:

(a) Nordson terminated Employee’s employment for Cause,

(b) Employee voluntarily terminated [his/her] employment other than for Good Reason, or

(c) Employee materially and willfully breached [his/her] agreement not to compete with Nordson or [his/her] agreement with respect to confidential information and that breach directly caused substantial and demonstrable damage to Nordson.

Nordson will forthwith pay directly or reimburse Employee for any and all such costs and expenses upon presentation from time to time by Employee or by counsel selected by Employee of a statement or statements prepared by Employee or by that counsel of the amount of such costs and expenses. If and to the extent a court of competent jurisdiction renders a final binding judgment determining that Nordson was relieved of its obligations for any of the reasons set forth in (a), (b) or (c) above, Employee will repay the amount of those payments or reimbursements to Nordson. In addition to the payment and reimbursement of expenses of enforcement provided for in this Section 11, Nordson will pay to Employee in cash, as and when Nordson makes any payment on behalf of, or reimbursement to, Employee, an additional amount sufficient to pay all federal, state, and local taxes (whether income taxes or other taxes) incurred by Employee as a result of (x) payment of the expense or receipt of the reimbursement, and (y) receipt of the additional cash payment. Nordson will also pay to Employee interest (calculated at the Wall Street Journal Prime Rate from time to time in effect, compounded monthly) on any payments or benefits that are paid or provided to Employee later than the date on which due under the terms of this Agreement. To assure compliance with Section 409A, Nordson will make any payments to or on behalf of Employee that are required under this Section 11 subject to and as provided in Section B of Exhibit A to this Agreement.

12. Tax Provisions Regarding Gross-Ups and Compliance with Section 409A a Part of this Agreement. All of the provisions of Exhibit A to this Agreement, captioned “Tax Provision Exhibit – 280G Gross-Up, Compliance with Section 409A, and 409A Gross-Up” will apply as between Nordson and Employee as fully if those provisions had been written directly into the body of this Agreement.

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13. “Change in Control” Defined. For purposes of this Agreement, a Change in Control will have occurred if at any time any of the following events occurs:

(a) a report is filed with the Securities and Exchange Commission (the “SEC”) on Schedule 13D or Schedule 14D-1 (or any successor schedule, form, or report), each as promulgated pursuant to the Securities Exchange Act of 1934, disclosing that any “person” (as the term “person” is used in Section 13(d) or Section 14(d)(2) of the Securities Exchange Act of 1934) is or has become a beneficial owner, directly or indirectly, of securities of Nordson representing 25% or more of the combined voting power of Nordson’s then outstanding securities;

(b) Nordson files a report or proxy statement with the SEC pursuant to the Securities Exchange Act of 1934 disclosing that a Change in Control of Nordson has or may have occurred or will or may occur in the future pursuant to any then-existing contract or transaction;

(c) Nordson is merged or consolidated with another corporation and, as a result thereof, securities representing less than 50% of the combined voting power of the surviving or resulting corporation’s securities (or of the securities of a parent corporation in case of a merger in which the surviving or resulting corporation becomes a wholly-owned subsidiary of the parent corporation) are owned in the aggregate by holders of Nordson’s securities immediately before such merger or consolidation;

(d) all or substantially all of the assets of Nordson are sold in a single transaction or a series of related transactions to a single purchaser or a group of affiliated purchasers; or

(e) during any period of 24 consecutive months, individuals who were Directors of Nordson at the beginning of the period cease to constitute at least a majority of the Board unless the election, or nomination for election by Nordson’s shareholders, of more than one half of any new Directors of Nordson was approved by a vote of at least two-thirds of the Directors of Nordson then still in office who were Directors of Nordson at the beginning of the 24 month period.

14. Possible Undoing of a Change in Control and Its Effect on this Agreement. If a Change in Control as defined in Section 13(a) occurs while Employee is in the employ of Nordson with the result (as provided in Section 1) that this Agreement becomes operative and, thereafter, on any later date, all three of the following conditions are satisfied:

(a) the acquiring person has transferred or otherwise disposed of sufficient securities of Nordson in one or more transactions, to a person or persons other than affiliates of the acquiring person or any persons with whom the acquiring person has agreed to act together for the purpose of acquiring, holding, voting, or disposing of securities of Nordson, so that, after the transfer or other disposition, the acquiring person is no longer the beneficial owner, directly or indirectly, of securities of Nordson representing 10% or more of the combined voting power of Nordson’s then outstanding securities;

8

(b) no other event constituting a Change in Control had occurred; and

(c) Employee’s employment with Nordson has not been terminated by Nordson without Cause or by Employee for Good Reason;

then, for all purposes of this Agreement, the filing of the report constituting a Change in Control under Section 13(a) will be treated as if it had not occurred and this Agreement will return to the status it had immediately before the filing of the report constituting a Change in Control under Section 13(a). Accordingly, if and when a subsequent Change in Control occurs, this Agreement will again become operative on the date of that subsequent Change in Control.

15. Miscellaneous.

(a) Employee Rights. Nothing expressed or implied in this Agreement creates any right or duty on the part of Nordson or Employee to have Employee remain in the employ of Nordson before any Change in Control and Employee will have no rights under this Agreement if [his/her] employment with Nordson is terminated for any reason or for no reason before any Change in Control. Nothing expressed or implied in this Agreement creates any duty on the part of Nordson to continue in effect, or continue to provide to Employee, any plan or benefit unless and until a Change in Control occurs. If, before a Change in Control, Nordson ceases to provide any plan or benefit to Employee, nothing in this Agreement will be construed to require Nordson to reinstitute that plan or benefit to Employee upon the later occurrence of a Change in Control.

(b) Prior Employment Agreement Superseded. Nordson and Employee intend that this Agreement will supersede and replace the Employment Agreement between Nordson and Employee dated                      (the “Prior Employment Agreement”). As of the Effective Date, the Prior Employment Agreement will cease to be of any force or effect.

(c) Notices. All communications provided for in this Agreement are to be in writing and will be deemed to have been duly given when delivered or when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed to Nordson (Attention: Vice President, General Counsel and Secretary) at its principal executive office and to Employee at [his/her] principal residence, or to such other address as either party may have furnished to the other in writing and in accordance with this Section 15(c), except that notices of change of address will be effective only upon receipt.

(d) Assignment, Binding Effect.

(i) This Agreement will be binding upon and will inure to the benefit of Nordson and Nordson’s successors and assigns. Nordson will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and or assets of Nordson, by agreement in form and substance satisfactory to Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Nordson would be required to perform it if no such succession had taken place.

9

(ii) This Agreement will be binding upon Employee and this Agreement and all rights of Employee under this Agreement will inure to the benefit of, and be enforceable by, Employee and [his/her] personal or legal representatives, executors, or administrators. No right, benefit, or interest of Employee under this Agreement will be subject to assignment, anticipation, alienation, sale, encumbrance, charge, pledge, hypothecation, or to execution, attachment, levy, or similar process; except that Employee may assign any right, benefit, or interest under this Agreement if that assignment is permitted under the terms of any plan or policy of insurance or annuity contract governing the right, benefit, or interest.

(e) Invalid Provisions. Any provision of this Agreement that is prohibited or unenforceable will be ineffective to the extent, but only to the extent, of the prohibition or unenforceability without invalidating the remaining portions of this Agreement and all remaining portions of this Agreement will continue to be in full force and effect. If any provision of this Agreement is determined to be invalid or unenforceable, the parties will negotiate in good faith to replace that provision with another provision that will be valid and enforceable and that is as close as practicable to the provision held invalid or unenforceable.

(f) Modification. No modification, amendment, or waiver of any of the provisions of this Agreement will be effective unless in writing, specifically referring to this agreement, and signed by both parties.

(g) Waiver of Breach. The failure at any time of a party to enforce any of the provisions of this Agreement or to require performance by the other party of any of the provisions of this Agreement will not be construed to be a waiver of those provisions or to affect either the validity of this Agreement or any part of this Agreement or the right of either party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

(h) Governing Law. This Agreement has been made in and is to be governed and construed in accordance with the laws of the State of Ohio applicable to contracts made in and to be performed entirely within that state.

(i) Employment by Subsidiary. If the recitals to this Agreement indicate that as of the Effective Date Employee is employed by a subsidiary of Nordson, all references to continued employment of Employee by Nordson are to be construed as references to continued employment of Employee by the subsidiary and any termination of Employee’s employment with the subsidiary are to be construed as termination of Employee’s employment with Nordson. For the avoidance of doubt, all references to a Change in Control are to changes in control of Nordson, not of the subsidiary and all references to the Board are to the Board of Directors of Nordson, not of the subsidiary.

10

In witness whereof, Nordson and Employee have executed this Agreement as of the day and year first above written.

Nordson Corporation	Employee
By:
Title:	[EMPLOYEE’S NAME]

11

EXHIBIT A:

Tax Provision Exhibit – 280G Gross-Up, Compliance

with Section 409A, and 409A Gross-Up

A. Gross-Up of Payments Deemed to be Excess Parachute Payments.

A.1 Acknowledgement; Determination by Accounting Firm. Nordson and Employee acknowledge that, following a change in ownership or control (as that term is defined in the Treasury Regulations published under Section 280G of the Internal Revenue Code), one or more payments or distributions to be made by Nordson or an affiliated entity to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement to which this Exhibit A is attached, under some other plan, agreement, or arrangement, or otherwise) (a “Payment”) may be determined to be an “excess parachute payment” that is not deductible by Nordson or any affiliated entity for Federal income tax purposes and with respect to which Employee will be subject to an excise tax because of Sections 280G and 4999, respectively, of the Internal Revenue Code. If a change in ownership or control occurs, either Employee or Nordson may direct the Accounting Firm, which, subject to any inconsistent position asserted by the Internal Revenue Service, will make all determinations required to be made under this Section A, to determine whether any Payment will be an excess parachute payment and to communicate its determination, together with detailed supporting calculations, to Nordson and to Employee within 30 days after its receipt of the direction from Employee or Nordson, as the case may be. Nordson and Employee will cooperate with each other and the Accounting Firm and will provide necessary information so that the Accounting Firm may make all such determinations.

A.2 Gross-Up Payments. If the Accounting Firm determines that any Payment gives rise, directly or indirectly, to liability on the part of Employee for excise tax under Section 4999 (and/or any penalties and/or interest with respect to any such excise tax), Nordson will make additional cash payments (each, a “Gross-Up Payment”) to Employee, from time to time in such amounts as are necessary to put Employee in the same position, after payment of all federal, state, and local taxes (whether income taxes, excise taxes under Section 4999 or otherwise, or other taxes) and any and all penalties and interest with respect to any such excise tax, as Employee would have been in after payment of all federal, state, and local income taxes if the Payments had not given rise to an excise tax under Section 4999 and no such penalties or interest had been imposed. Nordson’s obligation to make Gross-Up Payments under this Section A is not contingent on termination of Employee’s employment with Nordson. Nordson will make each Gross-Up Payment to Employee within 30 days of the time that the related Payment constituting an excess parachute payment is paid or provided to Employee.

A.3 Further Gross-Up Payments as Determined by the IRS. If the Internal Revenue Service determines that any Payment gives rise, directly or indirectly, to liability on the part of Employee for excise tax under Section 4999 (and/or any penalties and/or interest with respect to any such excise tax) in excess of the amount, if any, previously determined by the Accounting Firm, Nordson will make further Goss-Up Payments to Employee in cash and in such amounts as are necessary to put Employee in the same position, after payment of all federal, state, and local taxes (whether income taxes, excise taxes under Section 4999 or otherwise, or other taxes) and

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any and all penalties and interest with respect to any such excise tax, as Employee would have been in after payment of all federal, state, and local income taxes if the Payments had not given rise to an excise tax under Section 4999 and no such penalties or interest had been imposed. Nordson will make any additional Gross-Up Payments required by this Section A.3 not later than the due date of any payment indicated by the Internal Revenue Service with respect to the underlying matters to which the additional Gross-Up Payment relates.

A.4 Contest of IRS Determination by Nordson. If Nordson desires to contest any determination by the Internal Revenue Service with respect to the amount of excise tax under Section 4999, Employee will, upon receipt from Nordson of an unconditional written undertaking to indemnify and hold Employee harmless (on an after tax basis) from any and all adverse consequences that might arise from the contesting of that determination, cooperate with Nordson in that contest at Nordson’s sole expense. Nothing in this Section A will require Employee to incur any expense other than expenses with respect to which Nordson has paid to Employee sufficient sums so that after the payment of the expense by Employee and taking into account the payment by Nordson with respect to that expense and any and all taxes that may be imposed upon Employee as a result of [his/her] receipt of that payment, the net effect is no cost to Employee. Nothing in this Section A will require Employee to extend the statute of limitations with respect to any item or issue in [his/her] tax returns other than, exclusively, the excise tax under Section 4999. If, as the result of the contest of any assertion by the Internal Revenue Service with respect to excise tax under Section 4999, Employee receives a refund of a Section 4999 excise tax previously paid and/or any interest with respect thereto, Employee will promptly pay to Nordson such amount as will leave Employee, net of the repayment and all tax effects, in the same position, after all taxes and interest, that [he/she] would have been in if the refunded excise tax had never been paid. To assure compliance with Section 409A, Nordson will make payments to Employee with respect to expenses as contemplated in this Section A.4 subject to and as provided in Sections B.1 and B.2.

A.5 Accounting Firm Fees and Expenses. Nordson will bear and pay all fees and expenses of the Accounting Firm for services performed pursuant to this Section A that are incurred at any time from the Effective Date through the tenth anniversary of Employee’s death (“Applicable Fees and Expenses”). To assure compliance with Section 409A, Nordson will pay any Applicable Fees and Expenses subject to and as provided in Sections B.1 and B.2.

B. Compliance with Section 409A and 409A Gross Up.

B.1 Six Month Delay on Certain Payments, Benefits, and Reimbursements. If Employee is a “specified employee” for purposes of Section 409A, as determined under Nordson’s policy for determining specified employees on the Employment Termination Date, each payment, benefit, or reimbursement paid or provided under this Agreement that constitutes a “deferral of compensation” within the meaning of Section 409A, that is to be paid or provided as a result of a “separation from service” within the meaning of Section 409A, and that would otherwise be paid or provided at any time (a “Scheduled Time”) that is on or before the date that is exactly six months after the Employment Termination Date (other than payments, benefits, or reimbursements that are treated as separation pay under Section 1.409A-1(b)(9)(v) of the Treasury Regulations) will not be paid or provided at the Scheduled Time but will be accumulated (together with interest at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the Termination Date) through the date that is exactly six months after the

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Employment Termination Date and will be paid or provided to Employee during the period of 30 consecutive days that starts exactly six months and one day after the Employment Termination Date, except that if Employee dies before the end of six months after the Employment Termination Date, the payments, benefits, or reimbursements will be accumulated only through the date of [his/her] death and will be paid or provided not later than 30 days after the date of death.

B.2 Additional Limitations on Reimbursements and In-Kind Benefits. The reimbursement of expenses or in-kind benefits provided under any section of this Agreement that are taxable benefits (and that are not disability pay or death benefit plans within the meaning of Section 409A of the Code) are intended to comply, to the maximum extent possible, with the exception to Section 409A set forth in Section 1.409A-1(b)(9)(v) of the Treasury Regulations. To the extent that any reimbursement of expenses or in-kind benefits provided under any section of this Agreement either do not qualify for that exception, or are provided beyond the applicable time periods set forth in Section 1.409A-1(b)(9)(v) of the Treasury Regulations, then they will be subject to the following additional rules: (a) any reimbursement of eligible expenses will be paid within 30 days following Employee’s written request for reimbursement; provided that Employee provides written notice no later than 60 days before the last day of the calendar year following the calendar year in which the expense was incurred so that Nordson can make the reimbursement within the time periods required by Section 409A; (b) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year will not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, during any other calendar year; and (c) the right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for any other benefit.

B.3 Compliance Generally. Nordson and Employee intend that the payments and benefits provided under the Agreement to which this Exhibit A is attached will either be exempt from the application of, or comply with, the requirements of Section 409A. The Agreement is to be construed, administered, and governed in a manner that effects that intent and Nordson will not take any action that is inconsistent with that intent. Without limiting the foregoing, the payments and benefits provided under this Agreement may not be deferred, accelerated, extended, paid out, or modified in a manner that would result in the imposition of an additional tax under Section 409A upon Employee.

B.4 Section 409A Gross-Up. If, notwithstanding the efforts of the parties to comply with Section 409A, Employee is subject to any excise tax under Section 409A, Nordson will make additional payments (“409A Gross-Up Payments”) to Employee so that after taking into account any such additional tax and any related interest and/or penalties and the 409A Gross-Up Payments, Employee will be in the same position as if no excise tax under Section 409A and no related interest or penalties had been imposed upon [him/her] pursuant to Section 409A. The Accounting Firm will have the same general duties with respect to the determination of the amount of any Section 409A Gross-Up Payments as it has with respect to the determination of Gross-Up Payments with respect to Section 4999 under Section A above and the parties will follow procedures in connection with the determination and payment of any Section 409A Gross-Up Payments that are similar to those specified in Section A above in connection with the determination and payment of any Gross-Up Payments with respect to Section 4999.

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B.4 Termination of Employment to Constitute a Separation from Service. The parties intend that the phrase “termination of employment” and words and phrases of similar import mean a “separation from service” with Nordson within the meaning of Section 409A. Employee and Nordson will take all steps necessary (including taking into account this Section B.4 when considering any further agreement regarding provision of services by Employee to Nordson after the Employment Termination Date) to ensure that (a) any termination of employment under this Agreement constitutes a “separation from service” within the meaning of Section 409A, and (b) the Employment Termination Date is the date on which Employee experiences a “separation from service” within the meaning of Section 409A.

C. Definitions.

C.1 Accounting Firm. The term “Accounting Firm” means the independent auditors of Nordson for the fiscal year immediately preceding the earlier of (a) the year in which the Termination Date occurred, or (b) the year, if any, in which occurred the first Change of Control occurring after the Effective Date, and that firm’s successor or successors; unless that firm is unable or unwilling to serve and perform in the capacity contemplated by this Agreement, in which case Nordson must select another accounting firm that (i) is of recognized regional or national standing and (ii) is not then the independent auditors for Nordson or any affiliated corporation.

C.2 Sections 280G, 409A, and 4999. Each of the terms “Section 280G,” “Section 409A,” and “Section 4999,” respectively, means that numbered section of the Internal Revenue Code. References in the Agreement to any of these sections are intended to include any proposed, temporary, or final regulations, or any other guidance, promulgated with respect to that specific section by the U.S. Department of Treasury or the Internal Revenue Service.

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EXHIBIT B:

Compensation and Employment Benefit Plans

1. The Amended and Restated Nordson Corporation 2004 Management Incentive Compensation Plan

2. The Amended and Restated Nordson Corporation 2004 Long-Term Performance Plan

3. The Nordson Corporation Salaried Employees Pension Plan

4. The Nordson Corporation Deferred Compensation Plan

5. The 2005 Nordson Corporation Deferred Compensation Plan

6. The Amended and Restated Nordson Corporation 2005 Deferred Compensation Plan

7. The Nordson Corporation Excess Defined Contribution Benefit Plan

8. The 2005 Nordson Corporation Excess Defined Contribution Benefit Plan

9. The Amended and Restated 2005 Supplemental Executive Retirement Plan (Defined Contribution)

10. The Nordson Corporation Excess Defined Benefit Pension Plan

11. The 2005 Nordson Corporation Excess Defined Benefit Pension Plan

12. The Amended and Restated 2005 Supplemental Executive Retirement Plan (Defined Benefit)

11. The Nordson Corporation Employees’ Savings Trust Plan (NEST)

12. The Nordson Corporation Salaried Employees’ Health Care Plan

13. The Nordson Corporation Prescription Drug and Dental Plans

14. The Nordson Corporation Short Term and Long Term Disability Plans

15. The Nordson Corporation Group Life Insurance Plan-Salaried

16. The Nordson Corporation Group Travel Accident Plan

17. Nordson Corporation’s Car Allowance Plan

18. Nordson Corporation’s policy of reimbursement for club dues, airline travel clubs, and the like

19. Nordson Corporation’s policies regarding vacation, holidays, and paid time off.

EX-21

EXHIBIT 21

NORDSON CORPORATION

Subsidiaries of the Registrant

The following table sets forth the subsidiaries of the Registrant (each of which is included in the Registrant’s consolidated financial statements), and the jurisdiction under the laws of which each subsidiary was organized:

Name	Jurisdiction         of Incorporation
UNITED STATES:
Nordson ASYMTEK, Inc. fka Asymptotic Technologies, Inc.	California
Nordson MARCH, Inc., fka March Plasma Systems, Inc.	California
Nordson DAGE, Inc. fka Dage Precision Industries, Inc.	California
Nordson YESTECH, Inc. fka YESTech, Inc.	California
Value Plastics, Inc.	Colorado
Realty Land Conservancy 3	Colorado
VP Acquisition Holding, Inc.	Delaware
Xaloy Holdings, Inc.	Delaware
Nordson Xaloy Incorporated	Delaware
Xaloy Extrusion LLC dba Nordson Xaloy Incorporated	Delaware
Nordson Extrusion Dies Industries. LLC	Delaware
Flametech Corporation	Delaware
New Castle Screws, Inc.	Delaware
Xaloy Superior Holdings, Inc.	Delaware
Avalon Laboratories Holding Corp.	Delaware
Avalon Laboratories, LLC	Delaware
J and M Laboratories, Inc.	Georgia
Nordson Sealant Equipment, Inc.	Michigan
Micromedics, Inc.	Minnesota
Nordson U.S. Trading Company	Ohio
Nordson England L.L.C.	Ohio
Nordson Medical Corporation	Ohio
Spirex Corporation dba Nordson Xaloy Incorporated	Ohio
Nordson Pacific, Inc.	Ohio
Nordson Advanced Technology LLC	Ohio
Nordson Atlantic LLC	Ohio
New Castle Industries, Inc. dba Nordson Xaloy Incorporated	Pennsylvania
Atlantic Grinding & Welding, Inc.	Pennsylvania
F.R. Gross Co., Inc.	Pennsylvania
Nordson EFD LLC	Rhode Island
EFD International, Inc.	Rhode Island
New Castle Rolls, Inc.	Virginia
EDI Holdings, Inc.	Wisconsin
Premier Dies Corporation dba Nordson EDI Premier Coating Division	Wisconsin

85

Name	Jurisdiction         of Incorporation
INTERNATIONAL:
Nordson Australia Pty. Limited	Australia
Nordson Osterreich GmbH	Austria
Nordson Benelux S.A./N.V.	Belgium
Nordson EDI Europe NV	Belgium
Nordson do Brasil Industria e Comercio Ltda.	Brazil
Nordson Canada Limited	Canada
Nordson (China) Co., Ltd.	China
Dage Test Systems (Suzhou) Co. Ltd.	China
Dage Trading (Suzhou) Co. Ltd.	China
Nordson PPS (Shanghai) Co. Ltd. fka Nordson Extrusion Dies Industries (Shanghai) Co. Ltd.	China
Nordson China Business Trust	China
Nordson Andina Limitada	Colombia
Nordson CS, spol.s.r.o.	Czech Republic
Nordson Danmark A/S	Denmark
Nordson Finland Oy	Finland
Nordson France S.A.S.	France
Dosage 2000 S.A.R.L	France
Nordson Deutschland GmbH	Germany
Nordson Engineering GmbH	Germany
Dage Deutschland GmbH	Germany
Nordson Holdings S.a.r.l. & Co. KG	Germany
Nordson Xaloy Europe GmbH	Germany
EDI GmbH	Germany
Nordson EDI GmbH & Co. KG	Germany
Extrusion Dies Management GmbH	Germany
Nordson PPS GmbH fka Nordson Kreyenborg GmbH	Germany
Nordson BKG GmbH	Germany
Nordson Germania Ltd. & Co. KG	Germany
Nordson Investment (Gibraltar) Limited	Gibraltar
Nordson Asia Pacific, Ltd.	Hong Kong
Value Plastics (Asia Pacific)	Hong Kong
Ligonia Limited	Hong Kong
Macaria Limited	Hong Kong
Nordson Advanced Technology (Hong Kong) Ltd.	Hong Kong
Nordson India Private Limited	India
Nordson Ireland Capital Company	Ireland
Nordson Italia S.p.A.	Italy
Nordson Xaloy Italia S.r.l.	Italy
Nordson K.K.	Japan
Dage Japan Co., Ltd.	Japan
Nordson Xaloy K.K.	Japan
Nordson European Holdings Luxembourg S.a.r.l.	Luxembourg
Nordson S.a.r.l.	Luxembourg
Nordson Luxembourg S.a.r.l.	Luxembourg
Nordson (Malaysia) Sdn. Bhd.	Malaysia
Nordson de Mexico, S.A. de C.V.	Mexico
Nordson Benelux B.V.	The Netherlands
Nordson B.V.	The Netherlands
Dima Group B.V.	The Netherlands
C-Tech Systems B.V.	The Netherlands
Nordson New Zealand	New Zealand
Nordson Norge A/S	Norway

86

Name	Jurisdiction         of Incorporation
INTERNATIONAL:
Nordson Polska Sp.z.o.o.	Poland
Nordson Portugal Equipamento Industrial, Lda.	Portugal
Nordson Russia Limited Liability Company	Russia
Nordson S.E. Asia (Pte.) Ltd.	Singapore
Nordson Advanced Technology (Singapore) Pte Ltd. fka Dage (SEASIA) Pte. Ltd	Singapore
Nordson Advanced Technology International Pte. Ltd.	Singapore
Nordson SA	South Africa
Nordson Korea	South Korea
Nordson Iberica, S.A.	Spain
Nordson AB	Sweden
Nordson (Schweiz) A.G.	Switzerland
Nordson Xaloy Asia (Thailand) Ltd.	Thailand
Nordson (U.K.) Limited	United Kingdom
Dage Holdings Limited	United Kingdom
Dage Pension Trustees Limited	United Kingdom
Dage Precision Industries Limited	United Kingdom
YDX Limited 2010 fka Nordson London Limited	United Kingdom
Primount LLP	United Kingdom
Majority Kingdom Investment Limited	United Kingdom
Minority Kingdom Investment Limited	United Kingdom
Nordson International de Venezuela, CA	Venezuela

87

EX-23

EXHIBIT 23

NORDSON CORPORATION

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

1. Registration Statement (Form S-8 No. 333-167406) pertaining to the Nordson Employees’ Savings Trust Plan and Nordson Hourly-Rated Employees’ Savings Trust Plan;

2. Registration Statement (Form S-8 No. 33-18309) pertaining to the Nordson Employees’ Savings Trust Plan;

3. Registration Statement (Form S-8 No. 33-33481) pertaining to the Nordson Hourly-Rated Employees’ Savings Trust Plan;

4. Registration Statement (Form S-8 No. 33-67780) pertaining to the Nordson Corporation 1993 Long-Term Performance Plan;

5. Registration Statement (Form S-8 No. 333-119399) pertaining to the Nordson Corporation 2004 Long-Term Performance Plan; and

6. Registration Statement (Form S-8 No. 333-188980) pertaining to the Nordson Corporation 2012 Stock Incentive and Award Plan

of our reports dated December 15, 2014, with respect to the consolidated financial statements and schedule of Nordson Corporation and the effectiveness of internal control over financial reporting of Nordson Corporation included in this Annual Report (Form 10-K) of Nordson Corporation for the year ended October 31, 2014.

Cleveland, Ohio

December 15, 2014

88

EX-31.1

Certifications

EXHIBIT 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael F. Hilton, certify that:

1.  I have reviewed this Annual Report on Form 10-K of Nordson Corporation;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)  designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)  designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)  all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 15, 2014

/s/    MICHAEL F. HILTON

Michael F. Hilton

President and Chief Executive Officer

89

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gregory A. Thaxton, certify that:

1.  I have reviewed this Annual Report on Form 10-K of Nordson Corporation;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)  designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)  designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)  all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 15, 2014

/s/    GREGORY A. THAXTON

Gregory A. Thaxton

Senior Vice President, Chief Financial Officer

90

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Nordson Corporation (the “Company”) on Form 10-K for the year ended October 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael F. Hilton, president and chief executive officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

December 15, 2014

/s/    MICHAEL F. HILTON

Michael F. Hilton

President and Chief Executive Officer

91

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Nordson Corporation (the “Company”) on Form 10-K for the year ended October 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregory A. Thaxton, senior vice president, chief financial officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

December 15, 2014

/s/    GREGORY A. THAXTON

Gregory A. Thaxton

Senior Vice President, Chief Financial Officer

92

EX-99.A

Exhibit 99-a

For the purposes of complying with the amendments to the rules governing Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the undersigned Registrant hereby undertakes as follows, which undertaking shall be incorporated by reference into Registrant’s Registration Statements on Form S-8 Nos; 33-18309 (Employees Savings Trust Plan); and 33-33481 (Hourly-Rated Employees Savings Trust Plan):

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

XML

Capital Shares (Tables)

12 Months Ended

Oct. 31, 2014

Equity [Abstract]

Capital Shares

Common shares repurchased as part of publicly announced programs during 2014, 2013 and 2012 were as follows:

Year	Number of Shares		Total Amount		Average per Share
2014		2,224	$	163,584	$	73.55
2013		459	$	30,443	$	66.29
2012		1,831	$	86,022	$	46.98

XML

Goodwill and Intangible Assets - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013
Goodwill [Line Items]
Goodwill accumulated impairment loss	$ 232,789	$ 232,789
Intangible assets, amortization expense	25,308	22,672
Advanced Technology Systems [Member]
Goodwill [Line Items]
Goodwill accumulated impairment loss	229,173	229,173
Industrial Coating Systems [Member]
Goodwill [Line Items]
Goodwill accumulated impairment loss	$ 3,616	$ 3,616

XML

Significant Accounting Policies - Summary of Accumulated Other Comprehensive Loss (Parenthetical) (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 31, 2014
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Pension and postretirement plan changes, tax	$ (11,348)

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Income Taxes - Income Tax Expense (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Current:
U.S. federal	$ 52,985	$ 45,004	$ 51,458
State and local	1,900	2,351	1,378
Foreign	47,366	36,829	38,760
Total current	102,251	84,184	91,596
Deferred:
U.S. federal	8,695	8,361	7,204
State and local	(1,635)	(991)	782
Foreign	(3,571)	(2,248)	1,842
Total deferred	3,489	5,122	9,828
Total income tax expense	$ 105,740	$ 89,306	$ 101,424

XML

Goodwill and Intangible Assets - Summary of Intangible Assets Subject to Amortization (Detail) (USD $) In Thousands, unless otherwise specified	Oct. 31, 2014	Oct. 31, 2013
Finite-Lived Intangible Assets [Line Items]
Carrying Amount	$ 381,262	$ 336,133
Accumulated Amortization	89,952	67,060
Net Book Value	291,310	269,073
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Carrying Amount	200,028	171,489
Accumulated Amortization	41,910	28,872
Net Book Value	158,118	142,617
Patent/Technology Costs [Member]
Finite-Lived Intangible Assets [Line Items]
Carrying Amount	93,799	85,414
Accumulated Amortization	27,030	21,145
Net Book Value	66,769	64,269
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Carrying Amount	77,846	67,865
Accumulated Amortization	12,173	7,856
Net Book Value	65,673	60,009
Noncompete Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Carrying Amount	8,220	9,965
Accumulated Amortization	7,600	8,091
Net Book Value	620	1,874
Other [Member]
Finite-Lived Intangible Assets [Line Items]
Carrying Amount	1,369	1,400
Accumulated Amortization	1,239	1,096
Net Book Value	$ 130	$ 304

XML

Long-term Debt - Additional Information (Detail) (USD $)	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013
Debt Instrument [Line Items]
Revolving credit facility	$ 148,619,000	$ 83,191,000
Annual maturity of long term debt, 2015	10,751,000
Annual maturity of long term debt, 2016	74,041,000
Annual maturity of long term debt, 2017	413,343,000
Annual maturity of long term debt, 2018	26,587,000
Annual maturity of long term debt, 2019	21,591,000
Private Shelf Facility, Due 2012-2020 [Member]
Debt Instrument [Line Items]
Weighted average life of notes	8 years 9 months 11 days
Weighted average interest for borrowings	2.93%
Value of agreement with New York Life Investment Management LLC	150,000,000
Fixed interest rate	2.21%
Period of agreement	3 years
Maximum life of borrowings	12 years
Average life of borrowings	10 years
Increase in facility amount		175,000,000
Loans Payable with State of Ohio [Member]
Debt Instrument [Line Items]
Fixed interest rate	3.00%
Duration of repayment	15 years
Cuyahoga County [Member]
Debt Instrument [Line Items]
Fixed interest rate	3.50%
Duration of repayment	15 years
Revolving Credit Agreement for 2017 [Member]
Debt Instrument [Line Items]
Revolving credit facility	$ 500,000,000
Weighted average interest for borrowings	1.08%
Revolving credit facility expiration	2016-12
Euro Bank Accounts [Member]
Debt Instrument [Line Items]
Extension of loan duration	1 year
Extension of loan with Bank of Tokyo-Mitsubishi UFJ	Extended by one year at the end of the third and fourth anniversaries
Interest rate based on LIBOR rate	0.95%

XML

Quarterly Financial Data (Unaudited) - Quarterly Financial Data (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Oct. 31, 2014	Jul. 31, 2014	Apr. 30, 2014	Jan. 31, 2014	Oct. 31, 2013	Jul. 31, 2013	Apr. 30, 2013	Jan. 31, 2013	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Quarterly Financial Information Disclosure [Abstract]
Sales	$ 468,590	$ 458,550	$ 417,461	$ 359,420	$ 410,818	$ 402,960	$ 382,100	$ 347,043	$ 1,704,021	$ 1,542,921	$ 1,409,578
Gross margin	257,253	257,511	235,552	194,782	226,894	225,083	216,938	197,229
Net income	$ 72,080	$ 77,879	$ 61,934	$ 34,880	$ 59,777	$ 65,424	$ 54,605	$ 42,011	$ 246,773	$ 221,817	$ 224,829
Earnings per share:
Basic	$ 1.14	$ 1.23	$ 0.97	$ 0.54	$ 0.93	$ 1.02	$ 0.85	$ 0.65	$ 3.88	$ 3.45	$ 3.49
Diluted	$ 1.13	$ 1.21	$ 0.96	$ 0.54	$ 0.92	$ 1.01	$ 0.84	$ 0.65	$ 3.84	$ 3.42	$ 3.45

XML

Significant Accounting Policies - Weighted Average Useful Lives for Each Major Category of Amortizable Intangible Assets (Detail)	12 Months Ended
	Oct. 31, 2014
Patent/Technology Costs [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted average useful lives for each major category of amortizable intangible assets	14 years
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted average useful lives for each major category of amortizable intangible assets	14 years
Noncompete Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted average useful lives for each major category of amortizable intangible assets	3 years
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted average useful lives for each major category of amortizable intangible assets	16 years

XML

Income Taxes (Tables)

12 Months Ended

Oct. 31, 2014

Income Tax Disclosure [Abstract]

Income Tax Expense

Income tax expense includes the following:

	2014			2013			2012
Current:
U.S. federal	$	52,985		$	45,004		$	51,458
State and local		1,900			2,351			1,378
Foreign		47,366			36,829			38,760
Total current		102,251			84,184			91,596
Deferred:
U.S. federal		8,695			8,361			7,204
State and local		(1,635	)		(991	)		782
Foreign		(3,571	)		(2,248	)		1,842
Total deferred		3,489			5,122			9,828
	$	105,740		$	89,306		$	101,424

Income Taxes Computed at the U.S. Statutory Rate and Income Tax

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

	2014			2013			2012
Statutory federal income tax rate		35.00	%		35.00	%		35.00	%
Domestic Production Deduction		(1.74	)		(1.71	)		(1.82	)
Foreign tax rate variances, net of foreign tax credits		(3.42	)		(3.39	)		(2.31	)
State and local taxes, net of federal income tax benefit		0.05			0.28			0.43
Amounts related to prior years		(0.24	)		(1.00	)		(0.31	)
Other — net		0.35			(0.48	)		0.10
Effective tax rate		30.00	%		28.70	%		31.09	%

Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits for 2014, 2013 and 2012 is as follows:

	2014			2013			2012
Balance at beginning of year	$	5,717		$	3,140		$	2,576
Additions based on tax positions related to the current year		196			703			148
Additions for tax positions of prior years		319			3,261			896
Reductions for tax positions of prior years		—			(317	)		—
Settlements		(110	)		—			—
Lapse of statute of limitations		(310	)		(1,070	)		(480	)
Balance at end of year	$	5,812		$	5,717		$	3,140

Significant Components of Deferred Tax Assets and Liabilities

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

	2014			2013
Deferred tax assets:
Employee benefits	$	79,669		$	66,148
Other accruals not currently deductible for taxes		17,379			16,984
Tax credit and loss carryforwards		16,531			13,077
Inventory adjustments		5,276			4,998
Translation of foreign currency accounts		154			384
Total deferred tax assets		119,009			101,591
Valuation allowance		(7,672	)		(5,663	)
Total deferred tax assets		111,337			95,928
Deferred tax liabilities:
Depreciation and amortization		163,107			146,500
Other — net		—			51
Total deferred tax liabilities		163,107			146,551
Net deferred tax liabilities	$	(51,770	)	$	(50,623	)

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Leases - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Leases [Abstract]
Rent expense for all operating leases	$ 15,135	$ 14,835	$ 13,822

XML

Income Taxes - Unrecognized Tax Benefits (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Jan. 31, 2013	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Income Tax Disclosure [Abstract]
Balance at beginning of year	$ 3,140	$ 5,717	$ 3,140	$ 2,576
Additions based on tax positions related to the current year		196	703	148
Additions for tax positions of prior years		319	3,261	896
Reductions for tax positions of prior years			(317)
Settlements		(110)
Lapse of statute of limitations	(900)	(310)	(1,070)	(480)
Balance at end of year		$ 5,812	$ 5,717	$ 3,140

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Stock-Based Compensation - Additional Information (Detail) (USD $)	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum number of common shares available for grant	2,900,000
Cash received from the exercise of stock options	$ 7,013,000	$ 6,018,000	$ 4,934,000
Periods of performance considered for calculating compensation expense	3 years
Percentage of base pay and annual incentive compensation deferred	100.00%
Percentage of long term incentive compensation plan deferred	90.00%
Number of common shares reserved for future issuance	2,430,000
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted shares and restricted share units, Transfer of shares designated period	1 year
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted shares and restricted share units, Transfer of shares designated period	3 years
Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expense related to director deferred compensation	101,000	183,000	265,000
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum rate of stock option, description	Not exceeding 25 percent per year
Maximum rate of stock option	25.00%
Option expiring period	10 years
Options exercisable beginning period	1 year
Compensation expense recognized	10,251,000	4,906,000	3,789,000
Unrecognized compensation cost related to nonvested common shares	6,741,000
Weighted average period expected to be amortized, non vested shares	1 year 4 months 24 days
Weighted-average expected volatility used	44.50%	46.30%	46.20%
Weighted average grant date fair value of stock options granted	$ 27.92	$ 24.12	$ 17.03
Total intrinsic value of options exercised	17,223,000	12,892,000	13,329,000
Cash received from the exercise of stock options	7,013,000	6,018,000	4,934,000
Tax benefit realized from tax deductions from exercises of stock options	6,385,000	5,531,000	4,792,000
Stock Options [Member] | Post November 2012 Option Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Normal retirement age	65 years
Period for options considered to be forfeited for retirees	12 months
Restricted Stock Unit [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expense related to nonvested common shares	890,000	598,000	370,000
Unrecognized compensation cost related to nonvested common shares	0
Long Term Incentive Compensation Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Periods of performance considered for calculating compensation expense	3 years
Weighted average grant date fair value	$ 69.25	$ 59.59	$ 42.12
Compensation expense charged	4,304,000	3,588,000	4,235,000
Cumulative amount recorded in shareholders' equity related to Long-Term Incentive Plan	7,570,000	8,083,000
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost related to nonvested common shares	2,074,000
Weighted average period expected to be amortized, non vested shares	1 year 8 months 12 days
Period for restricted shares and share units considered to be forfeited for retirees	12 months
Period for pro-rata vesting of shares or units for non-employee directors	1 year
Expense related to nonvested common shares	1,784,000	2,464,000	1,724,000
Common share dividends amount included in compensation cost	52,000	57,000	53,000
Employee Deferred Compensation Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common share dividends amount included in compensation cost	$ 129,000	$ 79,000	$ 35,000
Percentage of base pay and annual incentive compensation deferred	100.00%
Percentage of long term incentive compensation plan deferred	90.00%

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Retirement, Pension and Other Postretirement Plans - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Defined Benefit Plan Disclosure [Line Items]
Expenses on retirement plan	$ 14,423	$ 12,955	$ 10,827
Defined contribution plan vesting period	3 years
Equity Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Percentage of target rate in return seeking assets	45.00%
Debt Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Percentage of target rate in return seeking assets	55.00%
Pension Plan, United States [Member]
Defined Benefit Plan Disclosure [Line Items]
Settlement loss	632		682
Change in projected benefit obligation	28,554
Percentage of World wide pension assets	88.00%
Investments in common shares	0	0
Pension Plan, International [Member]
Defined Benefit Plan Disclosure [Line Items]
Percentage of World wide pension assets	12.00%
Components of Net Periodic Pension Cost [Member]
Defined Benefit Plan Disclosure [Line Items]
Employer contribution in next fiscal year	26,000
Components of Net Postretirement Benefit Cost [Member]
Defined Benefit Plan Disclosure [Line Items]
Employer contribution in next fiscal year	2,100
Postretirement Benefit Plans, United States [Member]
Defined Benefit Plan Disclosure [Line Items]
Change in projected benefit obligation	$ 4,878

XML

Notes Payable - Additional Information (Detail) (USD $)	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013
Short-term Debt [Line Items]
Maximum borrowings under bank lines of credit	$ 148,619,000	$ 83,191,000
Domestic Bank Debt [Member]
Short-term Debt [Line Items]
Maximum borrowings under bank lines of credit	100,000,000
Domestic Bank Debt [Member] | PNC Bank [Member]
Short-term Debt [Line Items]
Domestic bank agreement days	364 days
Maximum borrowings under bank lines of credit	100,000,000
Maximum amount borrowed under bank lines of credit	$ 100,000,000

XML

Financial Instruments - Carrying Amounts and Fair Values of Financial Instruments, Other than Receivables and Accounts Payable (Detail) (USD $) In Thousands, unless otherwise specified	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012	Oct. 31, 2011
Schedule Of Carrying Amounts And Fair Values Of Financial Instruments [Abstract]
Cash and cash equivalents, Carrying Amount	$ 42,314	$ 42,375	$ 41,239	$ 37,408
Notes payable, Carrying Amount	106,181	3,604
Long-term debt (including current portion), Carrying Amount	693,619	648,990
Foreign currency forward contracts (net)	1,510	2,313
Cash and cash equivalents, Fair Value	42,314	42,375
Notes payable, Fair Value	106,181	3,604
Long-term debt (including current portion), Fair Value	696,140	636,904
Foreign currency forward contracts (net)	$ 1,510	$ 2,313

XML

Leases - Future Minimum Lease Payments Under Non-cancelable Capitalized and Operating Leases (Detail) (USD $) In Thousands, unless otherwise specified	Oct. 31, 2014	Oct. 31, 2013
Leases [Abstract]
2015	$ 6,866
2016	4,957
2017	2,340
2018	993
2019	635
Later years	6,476
Total minimum lease payments	22,267
Less amount representing executory costs	1,993
Net minimum lease payments	20,274
Less amount representing interest	4,148
Present value of net minimum lease payments	16,126
Less current portion	5,108	5,521
Long-term obligations at October 31, 2014	11,018	10,112
Present value of net minimum lease payments	16,126
2015	12,189
2016	7,192
2017	5,808
2018	4,179
2019	3,773
Later years	10,410
Total minimum lease payments	$ 43,551

XML

Capital Shares - Additional Information (Detail) (USD $)	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Equity [Line Items]
Convertible preferred shares, authorized	10,000,000	10,000,000
Convertible preferred shares, No par value
Common shares, authorized	160,000,000	160,000,000
Common shares, No par value
Common shares, issued	98,023,000	98,023,000
Common Shares Outstanding	62,435,000	64,218,000
Preferred Class A [Member]
Equity [Line Items]
Convertible preferred shares, authorized	10,000,000
Convertible preferred shares, No par value
Convertible preference shares outstanding	0	0	0

XML

Long-Term Debt - Long-Term Debt (Detail) (USD $) In Thousands, unless otherwise specified	Oct. 31, 2014	Oct. 31, 2013
Debt Disclosure [Abstract]
Revolving credit agreement, due 2017	$ 375,242	$ 254,000
Senior notes, due 2017-2025	200,000	200,000
Euro loan, due 2016	63,244	129,058
Private shelf facility, due 2012-2020	53,333	63,889
Development loans, due 2011-2026	1,586	1,702
Other	214	341
Long-term Debt	693,619	648,990
Less current maturities	10,751	10,832
Long-term maturities	682,868	638,158
Long-term Debt	$ 693,619	$ 648,990

XML

Income Taxes - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Jan. 31, 2013	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012	Oct. 31, 2011
Income Tax [Line Items]
Earnings before income taxes of domestic operations		$ 184,894	$ 164,702	$ 177,035
Unrecognized tax benefits	900	310	1,070	480
Additional tax benefit relating to retroactive reinstatement of research credit	1,700		1,700
Income tax expense benefit related to the utilization of loss carryforwards				2,717
Earnings before income taxes of international operations		167,619	146,421	149,218
Undistributed earnings aggregated		622,914	510,842
Total unrecognized tax benefits		5,812	5,717	3,140	2,576
Total unrecognized tax benefits impact the effective tax rate		5,175	5,178
Accrued interest expense related to unrecognized tax benefits		2,025	1,085
Tax credit carryforwards		4,161
Tax credit carryforwards which will expire in 2014 through 2017		161
Indefinite tax credit carryforward amount		4,000
Operating loss carryforwards		70,084
Indefinite carryforward period		13,007
Net change in the valuation allowance		2,009	617
Valuation allowance relates to tax credits and loss carryforwards		7,672
Foreign [Member]
Income Tax [Line Items]
Unrecognized tax benefits			900
Operating loss carryforwards		13,213
Federal [Member]
Income Tax [Line Items]
Operating loss carryforwards		19,535
State [Member]
Income Tax [Line Items]
Operating loss carryforwards		$ 50,343

XML

Quarterly Financial Data (Unaudited)

12 Months Ended

Oct. 31, 2014

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Data (Unaudited)

Note 17 — Quarterly financial data (unaudited)

	First		Second		Third		Fourth
2014:
Sales	$	359,420	$	417,461	$	458,550	$	468,590
Gross margin		194,782		235,552		257,511		257,253
Net income		34,880		61,934		77,879		72,080
Earnings per share:
Basic		0.54		0.97		1.23		1.14
Diluted		0.54		0.96		1.21		1.13
2013:
Sales	$	347,043	$	382,100	$	402,960	$	410,818
Gross margin		197,229		216,938		225,083		226,894
Net income		42,011		54,605		65,424		59,777
Earnings per share:
Basic		0.65		0.85		1.02		0.93
Diluted		0.65		0.84		1.01		0.92

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

During the fourth quarter of 2014, we recorded pre-tax severance costs of $1,273. Additionally, we recorded a pre-tax gain of $1,005 related to a property insurance settlement.

During the second quarter of 2014, we recorded pre-tax severance costs of $1,278.

During the third quarter of 2013, we recorded a pre-tax gain of $2,116 on the sale of real estate in China.

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

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Acquisitions - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended		0 Months Ended			12 Months Ended	0 Months Ended
	Oct. 31, 2014	Oct. 31, 2012	Nov. 08, 2012	Aug. 30, 2013 Person	Sep. 27, 2013	Oct. 31, 2013	Aug. 08, 2014	Aug. 29, 2014	Jun. 14, 2012	Jun. 21, 2012	Aug. 02, 2012
Business Acquisition [Line Items]
Goodwill	$ 1,052,537					$ 939,211
2012 Acquisitions [Member]
Business Acquisition [Line Items]
Goodwill	271,501
Fair value of the assets acquired and the liabilities assumed, intangible assets	122,216
Acquisition related expenses excluded from results	2,109
Nonrecurring expense related to the fair value adjustment	4,589
Intangible assets, amortization expense	11,713
Customer Relationships [Member]
Business Acquisition [Line Items]
Intangible assets amortization period	14 years
Technology-Based Intangible Assets [Member] | 2012 Acquisitions [Member]
Business Acquisition [Line Items]
Fair value of the assets acquired and the liabilities assumed, intangible assets		25,740
Intangible assets amortization period		15 years
Trade Names [Member]
Business Acquisition [Line Items]
Intangible assets amortization period	16 years
Trade Names [Member] | 2012 Acquisitions [Member]
Business Acquisition [Line Items]
Fair value of the assets acquired and the liabilities assumed, intangible assets		43,710
Intangible assets amortization period		15 years
Customer Lists [Member] | 2012 Acquisitions [Member]
Business Acquisition [Line Items]
Fair value of the assets acquired and the liabilities assumed, intangible assets		48,350
Intangible assets amortization period		9 years
Noncompete Agreements [Member]
Business Acquisition [Line Items]
Intangible assets amortization period	3 years
Noncompete Agreements [Member] | 2012 Acquisitions [Member]
Business Acquisition [Line Items]
Fair value of the assets acquired and the liabilities assumed, intangible assets		4,416
Intangible assets amortization period		2 years
Kodama Chemical Industry Co., Ltd [Member] | 2013 Acquisitions [Member]
Business Acquisition [Line Items]
Fair value of Cash transferred			1,231
Fair value of the assets acquired and the liabilities assumed, intangible assets			912
Acquisition date fair value			1,335
Holdback liability			104
Kodama Chemical Industry Co., Ltd [Member] | Customer Relationships [Member] | 2013 Acquisitions [Member]
Business Acquisition [Line Items]
Fair value of the assets acquired and the liabilities assumed, intangible assets			847
Intangible assets amortization period			9 years
Kodama Chemical Industry Co., Ltd [Member] | Technology-Based Intangible Assets [Member] | 2013 Acquisitions [Member]
Business Acquisition [Line Items]
Fair value of the assets acquired and the liabilities assumed, intangible assets			65
Intangible assets amortization period			9 years
Kreyenborg Group [Member] | 2013 Acquisitions [Member]
Business Acquisition [Line Items]
Acquired percent of the outstanding shares				100.00%
Fair value of Cash transferred				169,994
Goodwill				115,103
Fair value of the assets acquired and the liabilities assumed, intangible assets				60,021
Number of employees of acquired entity				270
Cash acquired				22,913
Debt assumed				391
Kreyenborg Group [Member] | Customer Relationships [Member] | 2013 Acquisitions [Member]
Business Acquisition [Line Items]
Fair value of the assets acquired and the liabilities assumed, intangible assets				42,306
Intangible assets amortization period				15 years
Kreyenborg Group [Member] | Technology-Based Intangible Assets [Member] | 2013 Acquisitions [Member]
Business Acquisition [Line Items]
Fair value of the assets acquired and the liabilities assumed, intangible assets				15,336
Intangible assets amortization period				15 years
Kreyenborg Group [Member] | Trade Names [Member] | 2013 Acquisitions [Member]
Business Acquisition [Line Items]
Fair value of the assets acquired and the liabilities assumed, intangible assets				1,851
Intangible assets amortization period				10 years
Covidien and Nellcor [Member] | 2013 Acquisitions [Member]
Business Acquisition [Line Items]
Goodwill					2,301
Acquisition date fair value					5,500
Property Plant and Equipment acquired					1,149
Covidien and Nellcor [Member] | Customer Relationships [Member] | 2013 Acquisitions [Member]
Business Acquisition [Line Items]
Fair value of the assets acquired and the liabilities assumed, intangible assets					1,310
Intangible assets amortization period					25 years
Covidien and Nellcor [Member] | Technology-Based Intangible Assets [Member] | 2013 Acquisitions [Member]
Business Acquisition [Line Items]
Fair value of the assets acquired and the liabilities assumed, intangible assets					740
Intangible assets amortization period					10 years
EDI Holdings, Inc. [Member] | 2012 Acquisition [Member]
Business Acquisition [Line Items]
Acquired percent of the outstanding shares									100.00%
Xaloy Superior Holdings, Inc. [Member] | 2012 Acquisition [Member]
Business Acquisition [Line Items]
Acquired percent of the outstanding shares										100.00%
Sealant Equipment & Engineering, Inc. [Member] | 2012 Acquisition [Member]
Business Acquisition [Line Items]
Acquired percent of the outstanding shares											100.00%
Sealant Equipment & Engineering, Inc. [Member] | 2012 Acquisitions [Member]
Business Acquisition [Line Items]
Business combination, goodwill, tax deductible amount											24,058
EDI and Xaloy [Member] | 2012 Acquisitions [Member]
Business Acquisition [Line Items]
Business combination goodwill related to tax deduction						11,000
Avalon Laboratories Holding Corp [Member] | 2014 Acquisitions [Member]
Business Acquisition [Line Items]
Acquired percent of the outstanding shares							100.00%
Fair value of Cash transferred							179,966
Goodwill							122,011
Cash acquired from business acquisition							1,324
Fair value of the assets acquired and the liabilities assumed, intangible assets							52,000
Business combination, goodwill, tax deductible amount							15,800
Avalon Laboratories Holding Corp [Member] | Customer Relationships [Member] | 2014 Acquisitions [Member]
Business Acquisition [Line Items]
Fair value of the assets acquired and the liabilities assumed, intangible assets							32,200
Intangible assets amortization period							10 years
Avalon Laboratories Holding Corp [Member] | Technology-Based Intangible Assets [Member] | 2014 Acquisitions [Member]
Business Acquisition [Line Items]
Fair value of the assets acquired and the liabilities assumed, intangible assets							9,800
Intangible assets amortization period							10 years
Avalon Laboratories Holding Corp [Member] | Trade Names [Member] | 2014 Acquisitions [Member]
Business Acquisition [Line Items]
Fair value of the assets acquired and the liabilities assumed, intangible assets							10,000
Intangible assets amortization period							15 years
Dima Group B.V. [Member] | 2014 Acquisitions [Member]
Business Acquisition [Line Items]
Acquired percent of the outstanding shares								100.00%
Fair value of Cash transferred								6,454
Goodwill								2,380
Cash acquired from business acquisition								149
Fair value of the assets acquired and the liabilities assumed, intangible assets								1,281
Dima Group B.V. [Member] | Customer Relationships [Member] | 2014 Acquisitions [Member]
Business Acquisition [Line Items]
Fair value of the assets acquired and the liabilities assumed, intangible assets								1,017
Intangible assets amortization period								7 years
Dima Group B.V. [Member] | Trade Names [Member] | 2014 Acquisitions [Member]
Business Acquisition [Line Items]
Fair value of the assets acquired and the liabilities assumed, intangible assets								$ 264
Intangible assets amortization period								15 years

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Supplemental Information for the Statement of Cash Flows (Tables)

12 Months Ended

Oct. 31, 2014

Supplemental Cash Flow Elements [Abstract]

Supplemental Information for the Statement of Cash Flows

Supplemental information for the statement of cash flows

	2014		2013		2012
Cash operating activities:
Interest paid	$	14,115	$	16,037	$	9,285
Income taxes paid		87,797		93,074		70,935
Non-cash investing and financing activities:
Capitalized lease obligations incurred	$	8,584	$	6,441	$	12,981
Capitalized lease obligations terminated		864		468		894
Shares acquired and issued through exercise of stock options		—		148		2,323

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Notes Payable - Bank Lines of Credit and Notes (Detail) (USD $)	Oct. 31, 2014	Oct. 31, 2013
Short-term Debt [Line Items]
Maximum borrowings under bank lines of credit	$ 148,619,000	$ 83,191,000
Outstanding notes payable	106,181,000	3,604,000
Weighted-average interest rate on notes payable	1.00%	2.00%
Unused bank lines of credit	42,438,000	79,587,000
Domestic Bank Debt [Member]
Short-term Debt [Line Items]
Maximum borrowings under bank lines of credit	100,000,000
Outstanding notes payable	100,000,000
Foreign Bank Debt [Member]
Short-term Debt [Line Items]
Maximum borrowings under bank lines of credit	48,619,000	83,191,000
Outstanding notes payable	$ 6,181,000	$ 3,604,000

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Operating Segments and Geographic Area Data - Additional Information (Detail)	12 Months Ended
	Oct. 31, 2014 Segment
Segment Reporting [Abstract]
Number of operating segments	3
Major customers	No single customer accounted for 10 percent or more of sales in 2014, 2013 or 2012.

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Fair Value Measurements (Tables)

12 Months Ended

Oct. 31, 2014

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis

The following table presents the classification of our assets and liabilities measured at fair value on a recurring basis at October 31, 2014:

	Total		Level 1		Level 2		Level 3
Assets:
Foreign currency forward contracts(a)	$	9,934	$	—	$	9,934	$	—
Total assets at fair value	$	9,934	$	—	$	9,934	$	—
Liabilities:
Deferred compensation plans(b)	$	8,884	$	8,884	$	—	$	—
Foreign currency forward contracts(a)		8,424		—		8,424		—
Total liabilities at fair value	$	17,308	$	8,884	$	8,424	$	—

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

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

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Details of Balance Sheet - Details of Balance Sheet (Detail) (USD $) In Thousands, unless otherwise specified	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Receivables:
Accounts	$ 347,259	$ 292,469
Notes	6,339	9,467
Other	16,733	11,036
Receivables, total	370,331	312,972
Allowance for doubtful accounts	(4,487)	(4,265)
Receivables-net	365,844	308,707
Inventories:
Raw materials and component parts	86,573	81,943
Work-in-process	27,994	34,756
Finished goods	130,544	115,078
Inventories gross	245,111	231,777
Obsolescence and other reserves	(26,744)	(26,579)
LIFO reserve	(7,496)	(6,797)
Inventories net	210,871	198,401
Property, plant and equipment:
Property, plant and equipment gross	574,849	527,856
Accumulated depreciation and amortization	(350,410)	(326,877)
Property, plant and equipment - net	224,439	200,979	174,931
Accrued liabilities:
Salaries and other compensation	57,722	44,561
Pension and retirement	1,738	720
Taxes other than income taxes	6,367	5,570
Other	71,174	59,677
Accrued liabilities total	137,001	110,528
Land [Member]
Property, plant and equipment:
Property, plant and equipment gross	10,216	10,383
Land Improvements [Member]
Property, plant and equipment:
Property, plant and equipment gross	3,827	3,849
Buildings [Member]
Property, plant and equipment:
Property, plant and equipment gross	141,880	127,178
Machinery and Equipment [Member]
Property, plant and equipment:
Property, plant and equipment gross	319,110	294,374
Enterprise Management System [Member]
Property, plant and equipment:
Property, plant and equipment gross	44,682	43,983
Construction in Progress [Member]
Property, plant and equipment:
Property, plant and equipment gross	27,419	21,251
Leased Property Under Capitalized Leases [Member]
Property, plant and equipment:
Property, plant and equipment gross	$ 27,715	$ 26,838

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Retirement, Pension and Other Postretirement Plans - Retiree Pension Benefit Payments (Detail) (USD $) In Thousands, unless otherwise specified	Oct. 31, 2014
Pension Plan, United States [Member]
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
2015	$ 10,922
2016	11,637
2017	12,721
2018	13,661
2019	14,853
2020-2024	92,418
Pension Plan, International [Member]
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
2015	4,833
2016	2,300
2017	2,166
2018	2,984
2019	5,014
2020-2024	17,392
Postretirement Benefit Plans, United States [Member]
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
2015	2,069
2016	2,242
2017	2,420
2018	2,614
2019	2,743
2020-2024	16,609
Postretirement Benefit Plans, International [Member]
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
2015	7
2016	8
2017	9
2018	12
2019	13
2020-2024	$ 107

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Retirement, Pension and Other Postretirement Plans - Net Periodic Benefit Cost (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Pension Plan, United States [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 8,071	$ 8,896	$ 7,488
Interest cost	13,921	12,314	12,137
Expected return on plan assets	(17,297)	(15,241)	(14,901)
Amortization of prior service cost (credit)	237	157	342
Amortization of net actuarial (gain) loss	7,940	13,995	11,672
Settlement loss	632		682
Total benefit cost	13,504	20,121	17,420
Pension Plan, International [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	2,597	2,098	1,504
Interest cost	3,185	2,872	3,002
Expected return on plan assets	(1,772)	(1,512)	(1,547)
Amortization of prior service cost (credit)	(101)	(81)	(97)
Amortization of net actuarial (gain) loss	1,233	1,406	564
Total benefit cost	$ 5,142	$ 4,783	$ 3,426

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Significant Accounting Policies - Summary of Accumulated Other Comprehensive Loss (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss, Beginning balance	$ (57,380)
Pension and postretirement plan changes, net of tax	(21,847)	46,381	(13,408)
Current period charge	(23,972)
Accumulated other comprehensive loss, Ending balance	(103,199)	(57,380)
Cumulative Translation Adjustments [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss, Beginning balance	26,699
Current period charge	(23,972)
Accumulated other comprehensive loss, Ending balance	2,727
Pension And Postretirement Benefit Plan Adjustments [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss, Beginning balance	(84,079)
Pension and postretirement plan changes, net of tax	(21,847)
Accumulated other comprehensive loss, Ending balance	$ (105,926)

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Significant Accounting Policies

12 Months Ended

Oct. 31, 2014

Accounting Policies [Abstract]

Significant Accounting Policies

Note 1 — Significant accounting policies

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

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

Presentation — Certain amounts for 2013 were reclassified to correct immaterial misclassifications of deferred tax assets and deferred tax liabilities. Specifically, non-current deferred tax liabilities increased $9,564, current deferred tax liabilities increased $1,326, non-current deferred tax assets increased $9,394 and current deferred tax assets increased $1,496.

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

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

A relative selling price hierarchy exists for determining the selling price of deliverables in multiple deliverable arrangements. Vendor specific objective evidence (VSOE) is used, if available. Third-party evidence (TPE) is used if VSOE is not available, and best estimated selling price (BESP) is used if neither VSOE nor TPE is available. Our multiple deliverable arrangements include installation, installation supervision, training, and spare parts, which tend to be completed in a short period of time, at an insignificant cost, and utilizing skills not unique to us, therefore, are typically regarded as inconsequential or perfunctory. Revenue for undelivered items is deferred and included within accrued liabilities in the accompanying balance sheet. Revenues deferred in 2014, 2013 and 2012 were not material.

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

Advertising costs — Advertising costs are expensed as incurred and were $10,823, $12,480 and $10,935 in 2014, 2013 and 2012, respectively.

Research and development — Research and development costs are expensed as incurred and were $47,536, $47,973 and $36,535 in 2014, 2013 and 2012, respectively.

Earnings per share — Basic earnings per share are computed based on the weighted-average number of common shares outstanding during each year, while diluted earnings per share are based on the weighted-average number of common shares and common share equivalents outstanding. Common share equivalents consist of shares issuable upon exercise of stock options computed using the treasury stock method, as well as restricted stock and deferred stock-based compensation. Options whose exercise price is higher than the average market price are excluded from the calculation of diluted earnings per share because the effect would be anti-dilutive. Options for 69 common shares were excluded from the diluted earnings per share calculation in 2014 because their effect would have been anti-dilutive. No options for common shares were excluded from the 2013 diluted earnings per share calculation, and options for 75 common shares were excluded from the diluted earnings per share calculation in 2012. Under the 2012 Stock Incentive and Award Plan, executive officers and selected other key employees receive common share awards based on corporate performance measures over three-year performance periods. Awards for which performance measures have not been met were excluded from the calculation of diluted earnings per share.

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

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

Inventories — Inventories are valued at the lower of cost or market. Cost was determined using the last-in, first-out (LIFO) method for 21 percent of consolidated inventories at October 31, 2014, and October 31, 2013. The first-in, first-out (FIFO) method is used for all other inventories. Consolidated inventories would have been $7,496 and $6,797 higher than reported at October 31, 2014 and October 31, 2013, respectively, had the FIFO method, which approximates current cost, been used for valuation of all inventories.

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

Land improvements	15-25 years
Buildings	20-40 years
Machinery and equipment	3-18 years
Enterprise management systems	5-13 years

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

Internal use software costs are expensed or capitalized depending on whether they are incurred in the preliminary project stage, application development stage or the post-implementation stage. Amounts capitalized are amortized over the estimated useful lives of the software beginning with the project’s completion. All reengineering costs are expensed as incurred. Interest costs on significant capital projects are capitalized. No interest was capitalized in 2014, 2013 or 2012.

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

Other amortizable intangible assets, which consist primarily of patent/technology costs, customer relationships, noncompete agreements, and trade names, are amortized over their useful lives on a straight-line basis. At October 31, 2014, the weighted-average useful lives for each major category of amortizable intangible assets were:

Patent/technology costs	14 years
Customer relationships	14 years
Noncompete agreements	3 years
Trade names	16 years

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

Accumulated other comprehensive loss — Accumulated other comprehensive loss at October 31, 2014 and 2013 consisted of:

	Cumulative			Pension and			Accumulated
	translation			postretirement benefit			other comprehensive
	adjustments			plan adjustments			loss
Balance at October 31, 2013	$	26,699		$	(84,079	)	$	(57,380	)
Pension and postretirement plan changes, net of tax of $(11,348)		—			(21,847	)		(21,847	)
Current period charge		(23,972	)		—			(23,972	)
Balance at October 31, 2014	$	2,727		$	(105,926	)	$	(103,199	)

Warranties — We offer warranties to our customers depending on the specific product and terms of the customer purchase agreement. A typical warranty program requires that we repair or replace defective products within a specified time period (generally one year) measured from the date of delivery or first use. We record an estimate for future warranty-related costs based on actual historical return rates. Based on analysis of return rates and other factors, the adequacy of our warranty provisions are adjusted as necessary. The liability for warranty costs is included in accrued liabilities in the Consolidated Balance Sheet.

Following is a reconciliation of the product warranty liability for 2014 and 2013:

	2014			2013
Balance at beginning of year	$	9,409		$	8,929
Accruals for warranties		10,813			7,891
Warranty assumed from acquisitions		—			947
Warranty payments		(10,012	)		(8,356	)
Currency adjustments		(292	)		(2	)
Balance at end of year	$	9,918		$	9,409

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Retirement, Pension and Other Postretirement Plans - Weighted Average Assumptions Representing the Rates Used to Develop the Actuarial Present Value of Projected Benefit Obligation and the Net Periodic Benefit Costs (Detail)	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Pension Plan, United States [Member]
Assumptions used to determine benefit obligations at October 31:
Discount rate	4.29%	4.75%	3.85%
Rate of compensation increase	3.49%	3.30%	3.30%
Assumption used to determine net benefit costs for the years ended October 31:
Discount rate	4.75%	3.85%	4.46%
Expected return on plan assets	7.24%	7.24%	7.75%
Rate of compensation increase	3.30%	3.30%	3.20%
Pension Plan, International [Member]
Assumptions used to determine benefit obligations at October 31:
Discount rate	2.94%	3.72%	3.52%
Rate of compensation increase	3.19%	3.18%	3.13%
Assumption used to determine net benefit costs for the years ended October 31:
Discount rate	3.72%	3.52%	4.43%
Expected return on plan assets	4.60%	4.43%	4.85%
Rate of compensation increase	3.18%	3.13%	3.16%
Postretirement Benefit Plans, United States [Member]
Assumptions used to determine benefit obligations at October 31:
Discount rate	4.40%	4.80%	3.85%
Health care cost trend rate	3.93%	4.12%	4.90%
Rate to which health care cost trend rate is assumed to decline (ultimate trend rate)	3.41%	3.47%	3.60%
Year the rate reaches the ultimate trend rate	2024	2021	2017
Assumption used to determine net benefit costs for the years ended October 31:
Discount rate	4.80%	3.85%	4.50%
Postretirement Benefit Plans, International [Member]
Assumptions used to determine benefit obligations at October 31:
Discount rate	4.25%	4.95%	4.40%
Health care cost trend rate	6.48%	6.65%	6.83%
Rate to which health care cost trend rate is assumed to decline (ultimate trend rate)	3.50%	3.50%	3.50%
Year the rate reaches the ultimate trend rate	2031	2031	2031
Assumption used to determine net benefit costs for the years ended October 31:
Discount rate	4.95%	4.40%	5.85%

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Quarterly Financial Data (Unaudited) (Tables)

12 Months Ended

Oct. 31, 2014

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Data

Quarterly financial data (unaudited)

	First		Second		Third		Fourth
2014:
Sales	$	359,420	$	417,461	$	458,550	$	468,590
Gross margin		194,782		235,552		257,511		257,253
Net income		34,880		61,934		77,879		72,080
Earnings per share:
Basic		0.54		0.97		1.23		1.14
Diluted		0.54		0.96		1.21		1.13
2013:
Sales	$	347,043	$	382,100	$	402,960	$	410,818
Gross margin		197,229		216,938		225,083		226,894
Net income		42,011		54,605		65,424		59,777
Earnings per share:
Basic		0.65		0.85		1.02		0.93
Diluted		0.65		0.84		1.01		0.92

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Acquisitions (Tables) (2012 Acquisitions [Member])

12 Months Ended

Oct. 31, 2014

2012 Acquisitions [Member]

Business Acquisition Pro forma of Financial Information

Sales	$	1,537,251
Net income	$	234,092
Basic earnings per share	$	3.63
Diluted earnings per share	$	3.60

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Significant Accounting Policies (Tables)

12 Months Ended

Oct. 31, 2014

Accounting Policies [Abstract]

Useful Lives of Property, Plant and Equipment and Depreciation

Useful lives are as follows:

Land improvements	15-25 years
Buildings	20-40 years
Machinery and equipment	3-18 years
Enterprise management systems	5-13 years

Weighted Average Useful Lives for Each Major Category of Amortizable Intangible Assets

At October 31, 2014, the weighted-average useful lives for each major category of amortizable intangible assets were:

Patent/technology costs	14 years
Customer relationships	14 years
Noncompete agreements	3 years
Trade names	16 years

Summary of Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss at October 31, 2014 and 2013 consisted of:

	Cumulative			Pension and			Accumulated
	translation			postretirement benefit			other comprehensive
	adjustments			plan adjustments			loss
Balance at October 31, 2013	$	26,699		$	(84,079	)	$	(57,380	)
Pension and postretirement plan changes, net of tax of $(11,348)		—			(21,847	)		(21,847	)
Current period charge		(23,972	)		—			(23,972	)
Balance at October 31, 2014	$	2,727		$	(105,926	)	$	(103,199	)

Reconciliation of Product Warranty Liability

Following is a reconciliation of the product warranty liability for 2014 and 2013:

	2014			2013
Balance at beginning of year	$	9,409		$	8,929
Accruals for warranties		10,813			7,891
Warranty assumed from acquisitions		—			947
Warranty payments		(10,012	)		(8,356	)
Currency adjustments		(292	)		(2	)
Balance at end of year	$	9,918		$	9,409

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Operating Segments and Geographic Area Data - Sales and Long-lived Asset Information by Geographic Regions (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Oct. 31, 2014	Jul. 31, 2014	Apr. 30, 2014	Jan. 31, 2014	Oct. 31, 2013	Jul. 31, 2013	Apr. 30, 2013	Jan. 31, 2013	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Net external sales
Total net external sales	$ 468,590	$ 458,550	$ 417,461	$ 359,420	$ 410,818	$ 402,960	$ 382,100	$ 347,043	$ 1,704,021	$ 1,542,921	$ 1,409,578
Long-lived assets
Total long-lived assets	224,439				200,979				224,439	200,979	174,931
United States [Member]
Net external sales
Total net external sales									503,776	465,789	388,904
Long-lived assets
Total long-lived assets	159,946				136,551				159,946	136,551	127,486
Americas [Member]
Net external sales
Total net external sales									120,993	123,654	109,074
Long-lived assets
Total long-lived assets	2,451				4,154				2,451	4,154	3,180
Europe [Member]
Net external sales
Total net external sales									494,538	416,725	381,005
Long-lived assets
Total long-lived assets	21,039				22,576				21,039	22,576	14,896
Japan [Member]
Net external sales
Total net external sales									127,057	127,945	127,509
Long-lived assets
Total long-lived assets	5,967				4,384				5,967	4,384	3,431
Asia Pacific [Member]
Net external sales
Total net external sales									457,657	408,808	403,086
Long-lived assets
Total long-lived assets	$ 35,036				$ 33,314				$ 35,036	$ 33,314	$ 25,938

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Goodwill and Intangible Assets - Estimated Amortization Expense (Detail) (USD $) In Thousands, unless otherwise specified	Oct. 31, 2014
Goodwill and Intangible Assets Disclosure [Abstract]
Estimated Amortization Expense, 2015	$ 27,754
Estimated Amortization Expense, 2016	27,075
Estimated Amortization Expense, 2017	26,653
Estimated Amortization Expense, 2018	26,366
Estimated Amortization Expense, 2019	$ 26,359

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Significant Accounting Policies - Additional Information (Detail) (USD $) Share data in Thousands, unless otherwise specified	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Significant Accounting Policies [Line Items]
Increase in noncurrent deferred tax liabilities	$ 9,564,000
Increase in current deferred tax liabilities	1,326,000
Increase in noncurrent deferred tax assets	9,394,000
Increase in current deferred tax assets	1,496,000
Advertising costs incurred	10,823,000	12,480,000	10,935,000
Research and development costs incurred	47,536,000	47,973,000	36,535,000
Periods of performance considered for calculating compensation expense	3 years
Cost percentage of inventory under LIFO method	21.00%	21.00%
Consolidated inventories under FIFO method	7,496,000	6,797,000
Interest charges capitalized	$ 0	$ 0	$ 0
Product warranty period	1 year
Stock Options [Member]
Significant Accounting Policies [Line Items]
Options for common shares excluded from computation of diluted earning per share	69	0	75

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Details of Balance Sheet (Tables)

12 Months Ended

Oct. 31, 2014

Text Block [Abstract]

Details of Balance Sheet

	2014			2013
Receivables:
Accounts	$	347,259		$	292,469
Notes		6,339			9,467
Other		16,733			11,036
		370,331			312,972
Allowance for doubtful accounts		(4,487	)		(4,265	)
	$	365,844		$	308,707
Inventories:
Raw materials and component parts	$	86,573		$	81,943
Work-in-process		27,994			34,756
Finished goods		130,544			115,078
		245,111			231,777
Obsolescence and other reserves		(26,744	)		(26,579	)
LIFO reserve		(7,496	)		(6,797	)
	$	210,871		$	198,401
Property, plant and equipment:
Land	$	10,216		$	10,383
Land improvements		3,827			3,849
Buildings		141,880			127,178
Machinery and equipment		319,110			294,374
Enterprise management system		44,682			43,983
Construction-in-progress		27,419			21,251
Leased property under capitalized leases		27,715			26,838
		574,849			527,856
Accumulated depreciation and amortization		(350,410	)		(326,877	)
	$	224,439		$	200,979
Accrued liabilities:
Salaries and other compensation	$	57,722		$	44,561
Pension and retirement		1,738			720
Taxes other than income taxes		6,367			5,570
Other		71,174			59,677
	$	137,001		$	110,528

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Goodwill and Intangible Assets (Tables)

12 Months Ended

Oct. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Changes in Carrying Amount of Goodwill

Changes in the carrying amount of goodwill during 2014 by operating segment follow:

	Adhesive Dispensing Systems			Advanced Technology Systems			Industrial Coating Systems		Total
Balance at October 31, 2013	$	407,269		$	507,884		$	24,058	$	939,211
Acquisitions		—			124,391			—		124,391
Currency effect		(10,223	)		(842	)		—		(11,065	)
Balance at October 31, 2014	$	397,046		$	631,433		$	24,058	$	1,052,537

Summary of Intangible Assets Subject to Amortization

Information regarding intangible assets subject to amortization follows:

	October 31, 2014
	Carrying Amount		Accumulated Amortization		Net Book Value
Customer relationships	$	200,028	$	41,910	$	158,118
Patent/technology costs		93,799		27,030		66,769
Trade name		77,846		12,173		65,673
Noncompete agreements		8,220		7,600		620
Other		1,369		1,239		130
Total	$	381,262	$	89,952	$	291,310
	October 31, 2013
	Carrying Amount		Accumulated Amortization		Net Book Value
Customer relationships	$	171,489	$	28,872	$	142,617
Patent/technology costs		85,414		21,145		64,269
Trade name		67,865		7,856		60,009
Noncompete agreements		9,965		8,091		1,874
Other		1,400		1,096		304
Total	$	336,133	$	67,060	$	269,073

Estimated Amortization Expense

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

Year	Amounts
2015	$	27,754
2016	$	27,075
2017	$	26,653
2018	$	26,366
2019	$	26,359

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Cash flows from operating activities:
Net income	$ 246,773	$ 221,817	$ 224,829
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	34,446	31,766	24,469
Amortization	25,308	22,672	14,521
Provision for losses on receivables	867	889	710
Deferred income taxes	3,489	5,122	9,828
Tax benefit from the exercise of stock options	(6,385)	(5,531)	(4,792)
Non-cash stock compensation	17,407	11,762	10,365
(Gain)/loss on sale of property, plant and equipment	218	(1,879)	(638)
Other non-cash	406	760	(401)
Changes in operating assets and liabilities:
Receivables	(65,692)	19,971	(49,595)
Inventories	(8,699)	(10,741)	171
Prepaid expenses	(1,852)	(75)	(1,201)
Other noncurrent assets	(232)	(5,898)	(1,290)
Accounts payable	6,906	(2,549)	4,882
Income taxes payable	9,524	(8,552)	18,855
Accrued liabilities	27,932	(19,130)	12,923
Customer advance payments	(2,103)	(839)	2,124
Other noncurrent liabilities	59	7,195	12,156
Other	(217)	1,616	(3,518)
Net cash provided by operating activities	288,155	268,376	274,398
Cash flows from investing activities:
Additions to property, plant and equipment	(43,574)	(47,219)	(30,959)
Proceeds from sale of property, plant and equipment	323	3,847	6,120
Proceeds from sale of product lines			2,213
Acquisition of businesses, net of cash acquired	(186,420)	(176,333)	(443,864)
Investment in equity affiliate	(854)	(1,116)
Proceeds from sale of (purchases of) marketable securities		276	(279)
Net cash used in investing activities	(230,525)	(220,545)	(466,769)
Cash flows from financing activities:
Proceeds from short-term borrowings	108,679	5,036	250,001
Repayment of short-term borrowings	(6,093)	(51,505)	(200,033)
Proceeds from long-term debt	158,828	270,283	401,175
Repayment of long-term debt	(107,591)	(208,067)	(136,589)
Repayment of capital lease obligations	(5,854)	(5,842)	(5,203)
Issuance of common shares	7,013	6,018	4,934
Purchase of treasury shares	(166,434)	(33,402)	(88,455)
Tax benefit from the exercise of stock options	6,385	5,531	4,792
Dividends paid	(48,391)	(40,478)	(33,805)
Net cash provided by (used in) financing activities	(53,458)	(52,426)	196,817
Effect of exchange rate changes on cash	(4,233)	5,731	(615)
Increase (decrease) in cash and cash equivalents	(61)	1,136	3,831
Cash and cash equivalents at beginning of year	42,375	41,239	37,408
Cash and cash equivalents at end of year	$ 42,314	$ 42,375	$ 41,239

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Retirement, Pension and Other Postretirement Plans (Tables)

12 Months Ended

Oct. 31, 2014

Components of Net Periodic Pension Cost [Member]

Reconciliation of the Benefit Obligations, Plan Assets, Accrued Benefit Cost and the Amount Recognized in Financial Statements for Pension Plans

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

	United States						International
	2014			2013			2014			2013
Change in benefit obligation:
Benefit obligation at beginning of year	$	299,716		$	326,792		$	85,543		$	83,433
Service cost		8,071			8,896			2,597			2,098
Interest cost		13,921			12,314			3,185			2,872
Participant contributions		—			—			137			132
Plan amendments		186			1,667			(419	)		—
Foreign currency exchange rate change		—			—			(5,343	)		(279	)
Actuarial (gain) loss		34,610			(40,996	)		13,293			(54	)
Benefits paid		(11,025	)		(8,957	)		(2,162	)		(2,659	)
Benefit obligation at end of year	$	345,479		$	299,716		$	96,831		$	85,543
Change in plan assets:
Beginning fair value of plan assets	$	243,506		$	214,128		$	37,078		$	34,217
Actual return on plan assets		25,535			20,951			1,627			2,102
Company contributions		19,896			17,384			4,009			3,501
Participant contributions		—			—			137			132
Foreign currency exchange rate change		—			—			(1,071	)		(215	)
Benefits paid		(11,025	)		(8,957	)		(2,162	)		(2,659	)
Ending fair value of plan assets	$	277,912		$	243,506		$	39,618		$	37,078
Funded status at end of year	$	(67,567	)	$	(56,210	)	$	(57,213	)	$	(48,465	)
Amounts recognized in financial statements:
Noncurrent asset	$	—		$	—		$	17		$	22
Accrued benefit liability		(709	)		(938	)		(6	)		(5	)
Long-term pension and retirement obligations		(66,858	)		(55,272	)		(57,224	)		(48,482	)
Total amount recognized in financial statements	$	(67,567	)	$	(56,210	)	$	(57,213	)	$	(48,465	)

	United States					International
	2014			2013		2014			2013
Amounts recognized in accumulated other comprehensive (gain) loss:
Net actuarial loss	$	111,337		$	93,537	$	34,683		$	24,392
Prior service cost (credit)		(47	)		4		(995	)		(798	)
Accumulated other comprehensive loss	$	111,290		$	93,541	$	33,688		$	23,594
Amounts expected to be recognized during next fiscal year:
Amortization of net actuarial loss	$	8,694		$	8,260	$	2,459		$	1,531
Amortization of prior service cost (credit)		121			237		(97	)		(82	)
Total	$	8,815		$	8,497	$	2,362		$	1,449

Summary of Changes in Accumulated Other Comprehensive (Gain) Loss

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

	United States						International
	2014			2013			2014			2013
Balance at beginning of year	$	93,541		$	152,732		$	23,594		$	25,230
Net (gain) loss arising during the year		26,372			(46,707	)		13,438			(642	)
Prior service cost (credit) arising during the year		186			1,668			(419	)		—
Net gain (loss) recognized during the year		(7,940	)		(13,995	)		(1,233	)		(1,406	)
Prior service (cost) credit recognized during the year		(237	)		(157	)		101			81
Settlement loss		(632	)		—			—			—
Exchange rate effect during the year		—			—			(1,793	)		331
Balance at end of year	$	111,290		$	93,541		$	33,688		$	23,594

Accumulated Benefit Obligation

Information regarding the accumulated benefit obligation is as follows:

	United States				International
	2014		2013		2014		2013
For all plans:
Accumulated benefit obligation	$	336,464	$	291,310	$	75,305	$	67,647
For plans with benefit obligations in excess of plan assets:
Projected benefit obligation		345,479		299,716		87,128		71,788
Accumulated benefit obligation		336,464		291,310		73,135		59,589
Fair value of plan assets		277,912		243,506		37,415		29,000

Defined Benefit Plan Net Periodic Benefit Cost

Net pension benefit costs include the following components:

	United States									International
	2014			2013			2012			2014			2013			2012
Service cost	$	8,071		$	8,896		$	7,488		$	2,597		$	2,098		$	1,504
Interest cost		13,921			12,314			12,137			3,185			2,872			3,002
Expected return on plan assets		(17,297	)		(15,241	)		(14,901	)		(1,772	)		(1,512	)		(1,547	)
Amortization of prior service cost (credit)		237			157			342			(101	)		(81	)		(97	)
Amortization of net actuarial (gain) loss		7,940			13,995			11,672			1,233			1,406			564
Settlement loss		632			—			682			—			—			—
Total benefit cost	$	13,504		$	20,121		$	17,420		$	5,142		$	4,783		$	3,426

Weighted Average Assumptions Representing the Rates Used to Develop the Actuarial Present Value of Projected Benefit Obligation and the Net Periodic Benefit Costs

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

	United States									International
	2014			2013			2012			2014			2013			2012
Assumptions used to determine benefit obligations at October 31:
Discount rate		4.29	%		4.75	%		3.85	%		2.94	%		3.72	%		3.52	%
Rate of compensation increase		3.49			3.30			3.30			3.19			3.18			3.13
Assumptions used to determine net benefit costs for the years ended October 31:
Discount rate		4.75			3.85			4.46			3.72			3.52			4.43
Expected return on plan assets		7.24			7.24			7.75			4.60			4.43			4.85
Rate of compensation increase		3.30			3.30			3.20			3.18			3.13			3.16

The Effect of a One Percent Change in the Discount Rate, Expected Return on Assets and Compensation Increase

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

	United States						International
	1% Point Increase			1% Point Decrease			1% Point Increase			1% Point Decrease
Discount rate:
Effect on total service and interest cost components in 2014	$	(4,527	)	$	5,514		$	(1,235	)	$	1,561
Effect on pension obligation as of October 31, 2014	$	(44,353	)	$	55,900		$	(15,756	)	$	19,996
Expected return on assets:
Effect on total service and interest cost components in 2014	$	(2,582	)	$	2,582		$	(375	)	$	375
Compensation increase:
Effect on total service and interest cost components in 2014	$	4,257		$	(2,490	)	$	934		$	(1,088	)
Effect on pension obligation as of October 31, 2014	$	21,915		$	(12,788	)	$	7,729		$	(6,999	)

Allocation of Pension Plan Assets

The allocation of pension plan assets as of October 31, 2014 and 2013 is as follows:

	United States				International
	2014		2013		2014		2013
Asset Category
Equity securities		23  %		27  %		—  %		—  %
Debt securities		29		29		—		—
Insurance contracts		—		—		58		60
Pooled investment funds		47		43		42		39
Other		1		1		—		1
Total		100  %		100  %		100  %		100  %

Fair Values of Pension Plan Assets

The fair values of our pension plan assets at October 31, 2014 by asset category are in the table below:

	United States								International
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Cash	$	1,617	$	1,617	$	—	$	—	$	8	$	8	$	—	$	—
Money market funds		2,820		2,820		—		—		—		—		—		—
Equity securities:
Basic materials		3,224		3,224		—		—		—		—		—		—
Consumer goods		5,114		5,114		—		—		—		—		—		—
Financial		8,036		8,036		—		—		—		—		—		—
Healthcare		4,372		4,372		—		—		—		—		—		—
Industrial goods		3,527		3,527		—		—		—		—		—		—
Technology		4,226		4,226		—		—		—		—		—		—
Utilities		1,084		1,084		—		—		—		—		—		—
Mutual funds		31,255		31,255		—		—		—		—		—		—
Fixed income securities:
U.S. Government		26,447		7,877		18,570		—		—		—		—		—
Corporate		50,720		—		50,720		—		—		—		—		—
Other		2,486		—		2,486		—		—		—		—		—
Other types of investments:
Insurance contracts		—		—		—		—		23,174		—		—		23,174
Real estate collective funds		16,495		—		—		16,495		—		—		—		—
Pooled investment funds		115,877		—		115,877		—		16,436		—		16,436		—
Other		612		612		—		—		—		—		—		—
	$	277,912	$	73,764	$	187,653	$	16,495	$	39,618	$	8	$	16,436	$	23,174

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

	United States								International
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Cash	$	2,811	$	2,811	$	—	$	—	$	321	$	321	$	—	$	—
Money market funds		2,783		2,783		—		—		—		—		—		—
Equity securities:
Basic materials		3,834		3,834		—		—		—		—		—		—
Consumer goods		4,958		4,958		—		—		—		—		—		—
Financial		7,825		7,825		—		—		—		—		—		—
Healthcare		4,109		4,109		—		—		—		—		—		—
Industrial goods		3,255		3,255		—		—		—		—		—		—
Technology		4,159		4,159		—		—		—		—		—		—
Utilities		988		988		—		—		—		—		—		—
Mutual funds		32,617		32,617		—		—		—		—		—		—
Fixed income securities:
U.S. Government		26,892		10,715		16,177		—		—		—		—		—
Corporate		43,367		—		43,367		—		—		—		—		—
Other		1,356		—		1,356		—		—		—		—		—
Other types of investments:
Insurance contracts		—		—		—		—		22,093		—		—		22,093
Real estate collective funds		14,958		—		—		14,958		—		—		—		—
Pooled investment funds		88,973		—		88,973		—		14,664		—		14,664		—
Other		621		621		—		—		—		—		—		—
	$	243,506	$	78,675	$	149,873	$	14,958	$	37,078	$	321	$	14,664	$	22,093

Change in Level 3 Fair Value of Plan Assets

The following tables present an analysis of changes during the years ended October 31, 2014 and 2013 in Level 3 plan assets, by plan asset class, for U.S. and International pension plans using significant unobservable inputs to measure fair value:

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Real estate collective funds			Insurance contracts			Total
Beginning balance at October 31, 2013	$	14,958		$	22,093		$	37,051
Actual return on plan assets:
Assets held, end of year		1,667			771			2,438
Assets sold during the period		25			—			25
Purchases		—			2,816			2,816
Sales		(155	)		(1,529	)		(1,684	)
Foreign currency translation		—			(977	)		(977	)
Ending balance at October 31, 2014	$	16,495		$	23,174		$	39,669
	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Real estate collective funds			Insurance contracts			Total
Beginning balance at October 31, 2012	$	13,110		$	19,046		$	32,156
Actual return on plan assets:
Assets held, end of year		1,970			1,025			2,995
Assets sold during the period		13			—			13
Purchases		—			4,242			4,242
Sales		(135	)		(2,093	)		(2,228	)
Foreign currency translation		—			(127	)		(127	)
Ending balance at October 31, 2013	$	14,958		$	22,093		$	37,051

Retiree Pension Benefit Payments

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

Year	United States		International
2015	$	10,922	$	4,833
2016		11,637		2,300
2017		12,721		2,166
2018		13,661		2,984
2019		14,853		5,014
2020-2024		92,418		17,392

Components of Net Postretirement Benefit Cost [Member]

Reconciliation of the Benefit Obligations, Plan Assets, Accrued Benefit Cost and the Amount Recognized in Financial Statements for Pension Plans

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

	United States						International
	2014			2013			2014			2013
Change in benefit obligation:
Benefit obligation at beginning of year	$	61,004		$	71,228		$	768		$	851
Service cost		1,037			1,145			28			35
Interest cost		3,062			2,598			38			38
Participant contributions		431			600			—			—
Foreign currency exchange rate change		—			—			(63	)		(34	)
Actuarial (gain) loss		6,015			(11,619	)		130			(118	)
Benefits paid		(2,070	)		(2,948	)		(4	)		(4	)
Benefit obligation at end of year	$	69,479		$	61,004		$	897		$	768
Change in plan assets:
Beginning fair value of plan assets	$	—		$	—		$	—		$	—
Company contributions		1,639			2,348			4			4
Participant contributions		431			600			—			—
Benefits paid		(2,070	)		(2,948	)		(4	)		(4	)
Ending fair value of plan assets	$	—		$	—		$	—		$	—
Funded status at end of year	$	(69,479	)	$	(61,004	)	$	(897	)	$	(768	)
Amounts recognized in financial statements:
Accrued benefit liability	$	(2,069	)	$	(1,974	)	$	(7	)	$	(4	)
Long-term postretirement obligations		(67,410	)		(59,030	)		(890	)		(764	)
Total amount recognized in financial statements	$	(69,479	)	$	(61,004	)	$	(897	)	$	(768	)

	United States						International
	2014			2013			2014			2013
Amounts recognized in accumulated other comprehensive (gain) loss:
Net actuarial (gain) loss	$	22,434		$	17,854		$	(86	)	$	(243	)
Prior service cost (credit)		(1,012	)		(1,461	)		—			—
Accumulated other comprehensive (gain) loss	$	21,422		$	16,393		$	(86	)	$	(243	)
Amounts expected to be recognized during next fiscal year:
Amortization of net actuarial (gain) loss	$	1,187		$	1,139		$	—		$	(14	)
Amortization of prior service cost (credit)		(438	)		(449	)		—			—
Total	$	749		$	690		$	—		$	(14	)

Summary of Changes in Accumulated Other Comprehensive (Gain) Loss

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

	United States						International
	2014			2013			2014			2013
Balance at beginning of year	$	16,393		$	29,651		$	(243	)	$	(138	)
Net (gain) loss arising during the year		6,015			(11,619	)		130			(117	)
Net gain (loss) recognized during the year		(1,435	)		(2,112	)		13			4
Prior service credit (cost) recognized during the year		449			473			—			—
Exchange rate effect during the year		—			—			14			8
Balance at end of year	$	21,422		$	16,393		$	(86	)	$	(243	)

Defined Benefit Plan Net Periodic Benefit Cost

Net postretirement benefit costs include the following components:

	United States									International
	2014			2013			2012			2014			2013			2012
Service cost	$	1,037		$	1,145		$	1,183		$	28		$	35		$	28
Interest cost		3,062			2,598			2,759			38			38			41
Amortization of prior service cost (credit)		(449	)		(473	)		(584	)		—			—			—
Amortization of net actuarial (gain) loss		1,435			2,112			1,789			(13	)		(4	)		(14	)
Total benefit cost	$	5,085		$	5,382		$	5,147		$	53		$	69		$	55

Weighted Average Assumptions Representing the Rates Used to Develop the Actuarial Present Value of Projected Benefit Obligation and the Net Periodic Benefit Costs

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

	United States									International
	2014			2013			2012			2014			2013			2012
Assumptions used to determine benefit obligations at October 31:
Discount rate		4.40	%		4.80	%		3.85	%		4.25	%		4.95	%		4.40	%
Health care cost trend rate		3.93			4.12			4.90			6.48			6.65			6.83
Rate to which health care cost trend rate is assumed to decline (ultimate trend rate)		3.41			3.47			3.60			3.50			3.50			3.50
Year the rate reaches the ultimate trend rate		2024			2021			2017			2031			2031			2031
Assumption used to determine net benefit costs for the years ended October 31:
Discount rate		4.80	%		3.85	%		4.50	%		4.95	%		4.40	%		5.85	%

Retiree Pension Benefit Payments

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

Year	United States		International
2015	$	2,069	$	7
2016		2,242		8
2017		2,420		9
2018		2,614		12
2019		2,743		13
2020-2024		16,609		107

Defined Benefit Plan Effect of One Percentage Point Change in Assumed Health Care Cost Trend Rates and Discount Rate

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

	United States						International
	1% Point Increase			1% Point Decrease			1% Point Increase			1% Point Decrease
Discount rate:
Effect on total service and interest cost components in 2014	$	(770	)	$	938		$	(7	)	$	6
Effect on postretirement obligation as of October 31, 2014	$	(9,992	)	$	12,790		$	(173	)	$	229
Health care trend rate:
Effect on total service and interest cost components in 2014	$	589		$	(479	)	$	14		$	(14	)
Effect on postretirement obligation as of October 31, 2014	$	11,302		$	(9,001	)	$	174		$	(208	)

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Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Parenthetical) (Detail)	12 Months Ended
	Oct. 31, 2014
Fair Value Disclosures [Abstract]
Executive officers and other highly compensated employees salary and annual cash incentive compensation deferrals percentage, maximum	100.00%
Executive officers share-based long-term incentive compensation deferrals percentage, maximum	90.00%

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Stock-Based Compensation (Tables)

12 Months Ended

Oct. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summarized Activity Related to Stock Options

The following table summarizes activity related to stock options during 2014:

	Number of Options			Weighted-Average Exercise Price Per Share		Aggregate Intrinsic Value		Weighted- Average Remaining Term
Outstanding at October 31, 2013		1,749		$	34.63
Granted		277		$	71.75
Exercised		(314	)	$	22.35
Forfeited or expired		(26	)	$	51.57
Outstanding at October 31, 2014		1,686		$	42.77	$	56,957		6.0 years
Vested at October 31, 2014 or expected to vest		1,673		$	42.58	$	56,841		6.0 years
Exercisable at October 31, 2014		955		$	30.86	$	43,626		4.6 years

Summarized Information on Currently Outstanding Options

Summarized information on currently outstanding options follows:

	Range of Exercise Price
	$14 — $28		$29 — $44		$45 — $73
Number outstanding		610		543		533
Weighted-average remaining contractual life, in years		3.5		6.4		8.6
Weighted-average exercise price	$	22.54	$	41.90	$	66.78
Number exercisable		578		318		59
Weighted-average exercise price	$	22.28	$	40.71	$	61.62

Fair Value Assumptions of Stock Options

The fair value of each option grant was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

	2014	2013	2012
Expected volatility	40.1%-44.7%	45.3%-46.9%	45.4%-46.9%
Expected dividend yield	0.98%-1.03%	0.97%-1.01%	1.20%
Risk-free interest rate	1.51%-1.79%	0.75%-0.90%	1.03%-1.23%
Expected life of the option (in years)	5.4-6.1	5.4-6.1	5.4-6.1

Summarized Activity Related to Restricted Stock

The following table summarizes activity related to restricted shares during 2014:

	Number of Shares			Weighted-Average Grant Date Fair Value Per Share
Restricted at October 31, 2013		82		$	52.67
Granted		28		$	73.56
Vested		(39	)	$	48.13
Restricted at October 31, 2014		71		$	63.53

Summarized Activity Related to Restricted Stock Units

The following table summarizes activity related to restricted share units in 2014:

	Number of Units			Weighted-Average Grant Date Fair Value
Restricted share units at October 31, 2013		12		$	51.79
Granted		12		$	71.82
Vested		(19	)	$	62.07
Restricted share units at October 31, 2014		5		$	61.59

Summarized Activity Related to Director Deferred Compensation Shares

The following table summarizes activity related to director deferred compensation share equivalent units during 2014:

	Number of Shares			Weighted-Average Grant Date Fair Value Per Share
Outstanding at October 31, 2013		148		$	23.22
Restricted stock units vested		13		$	57.43
Dividend equivalents		1		$	76.49
Distributions		(52	)	$	19.20
Outstanding at October 31, 2014		110		$	29.74

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Goodwill and Intangible Assets - Summary of Changes in Carrying Amount of Goodwill (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013
Goodwill [Line Items]
Balance at October 31, 2013	$ 939,211
Acquisitions	124,391
Currency effect	(11,065)
Balance at October 31, 2014	1,052,537
Adhesive Dispensing Systems [Member]
Goodwill [Line Items]
Balance at October 31, 2013	407,269
Currency effect	(10,223)
Balance at October 31, 2014	397,046
Advanced Technology Systems [Member]
Goodwill [Line Items]
Balance at October 31, 2013	507,884
Acquisitions	124,391
Currency effect	(842)
Balance at October 31, 2014	631,433
Industrial Coating Systems [Member]
Goodwill [Line Items]
Balance at October 31, 2013		24,058
Balance at October 31, 2014	$ 24,058	$ 24,058

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Income Taxes - Income Taxes Computed at the U.S. Statutory Rate and Income Tax (Detail)	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	35.00%	35.00%	35.00%
Domestic Production Deduction	(1.74%)	(1.71%)	(1.82%)
Foreign tax rate variances, net of foreign tax credits	(3.42%)	(3.39%)	(2.31%)
State and local taxes, net of federal income tax benefit	0.05%	0.28%	0.43%
Amounts related to prior years	(0.24%)	(1.00%)	(0.31%)
Other - net	0.35%	(0.48%)	0.10%
Effective tax rate	30.00%	28.70%	31.09%

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Consolidated Statements of Income (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Income Statement [Abstract]
Sales	$ 1,704,021	$ 1,542,921	$ 1,409,578
Operating costs and expenses:
Cost of sales	758,923	676,777	586,289
Selling and administrative expenses	577,993	542,295	487,809
Total operating costs and expenses	1,336,916	1,219,072	1,074,098
Operating profit	367,105	323,849	335,480
Other income (expense):
Interest expense	(15,035)	(14,841)	(11,153)
Interest and investment income	581	421	463
Other - net	(138)	1,694	1,463
Total other income (expense)	(14,592)	(12,726)	(9,227)
Income before income taxes	352,513	311,123	326,253
Income tax provision:
Current	102,251	84,184	91,596
Deferred	3,489	5,122	9,828
Income taxes	105,740	89,306	101,424
Net income	$ 246,773	$ 221,817	$ 224,829
Average common shares	63,656	64,214	64,407
Incremental common shares attributable to outstanding stock options, restricted stock and deferred stock-based compensation	625	694	696
Average common shares and common share equivalents	64,281	64,908	65,103
Basic earnings per share	$ 3.88	$ 3.45	$ 3.49
Diluted earnings per share	$ 3.84	$ 3.42	$ 3.45
Dividends declared per common share	$ 0.760	$ 0.630	$ 0.525

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Significant Accounting Policies - Useful Lifes of Property, Plant and Equipment and Depreciation (Detail)	12 Months Ended
	Oct. 31, 2014
Minimum [Member] | Land Improvements [Member]
Depreciation Amortization Impairment [Line Items]
Useful lives of property, plant and equipment and depreciation	15 years
Minimum [Member] | Buildings [Member]
Depreciation Amortization Impairment [Line Items]
Useful lives of property, plant and equipment and depreciation	20 years
Minimum [Member] | Machinery and Equipment [Member]
Depreciation Amortization Impairment [Line Items]
Useful lives of property, plant and equipment and depreciation	3 years
Minimum [Member] | Enterprise Management Systems [Member]
Depreciation Amortization Impairment [Line Items]
Useful lives of property, plant and equipment and depreciation	5 years
Maximum [Member] | Land Improvements [Member]
Depreciation Amortization Impairment [Line Items]
Useful lives of property, plant and equipment and depreciation	25 years
Maximum [Member] | Buildings [Member]
Depreciation Amortization Impairment [Line Items]
Useful lives of property, plant and equipment and depreciation	40 years
Maximum [Member] | Machinery and Equipment [Member]
Depreciation Amortization Impairment [Line Items]
Useful lives of property, plant and equipment and depreciation	18 years
Maximum [Member] | Enterprise Management Systems [Member]
Depreciation Amortization Impairment [Line Items]
Useful lives of property, plant and equipment and depreciation	13 years

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Stock-Based Compensation - Summarized Activity Related to Director Deferred Compensation Shares (Detail) (Directors [Member], Deferred Compensation Share Equivalent Units [Member], USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Oct. 31, 2014
Directors [Member] | Deferred Compensation Share Equivalent Units [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Number of Shares, Outstanding, Beginning balance	148
Number of Shares, Restricted stock units vested	13
Number of Shares, Dividend equivalents	1
Number of Shares, Distributions	(52)
Number of Shares, Outstanding, Ending balance	110
Weighted-Average Grant Date Fair Value Per Share, Beginning balance	$ 23.22
Weighted-Average Grant Date Fair Value Per Share, Restricted stock units vested	$ 57.43
Weighted-Average Grant Date Fair Value Per Share, Dividend equivalents	$ 76.49
Weighted-Average Grant Date Fair Value Per Share, Distributions	$ 19.20
Weighted-Average Grant Date Fair Value Per Share, Ending balance	$ 29.74

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Consolidated Statements of Shareholders' Equity (USD $) In Thousands	Total	Common Shares [Member]	Capital in Excess of Stated Value [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Common Shares in Treasury, At Cost [Member]
Balance at beginning of year at Oct. 31, 2011		$ 12,253	$ 272,928	$ 990,221	$ (80,012)	$ (624,067)
Balance at beginning of year at Oct. 31, 2011		32,422
Shares issued under company stock and employee benefit plans		(571)
Purchase of treasury shares		1,915
Translation adjustments	(10,806)				(10,806)
Shares issued under company stock and employee benefit plans			(504)			7,762
Net income	224,829			224,829
Settlement loss recognized, net of tax of $(234) in 2014 and $(331) in 2012	563				563
Tax benefit from stock option and restricted stock transactions			4,792
Dividends paid ($.76 per share in 2014, $.63 per share in 2013, and $.525 per share in 2012)				(33,805)
Purchase of treasury shares						(90,778)
Net prior service cost arising during the year, net of tax of $125 in 2014, $840 in 2013 and $(1,078) in 2012					1,959
Stock-based compensation			10,365
Net actuarial gain (loss) arising during the year, net of tax of $11,457 in 2014, $(28,644) in 2013 and $7,791 in 2012					(15,930)
Balance at end of year at Oct. 31, 2012	669,770	12,253	287,581	1,181,245	(104,226)	(707,083)
Balance at end of year at Oct. 31, 2012		33,766
Shares issued under company stock and employee benefit plans		(468)
Purchase of treasury shares		507
Translation adjustments	465				465
Shares issued under company stock and employee benefit plans			(325)			6,490
Net income	221,817			221,817
Tax benefit from stock option and restricted stock transactions			5,531
Dividends paid ($.76 per share in 2014, $.63 per share in 2013, and $.525 per share in 2012)				(40,478)
Purchase of treasury shares						(33,550)
Net prior service cost arising during the year, net of tax of $125 in 2014, $840 in 2013 and $(1,078) in 2012					(1,425)
Stock-based compensation			11,762
Net actuarial gain (loss) arising during the year, net of tax of $11,457 in 2014, $(28,644) in 2013 and $7,791 in 2012					47,806
Balance at end of year at Oct. 31, 2013	887,863	12,253	304,549	1,362,584	(57,380)	(734,143)
Balance at end of year at Oct. 31, 2013		33,805
Shares issued under company stock and employee benefit plans		(480)
Purchase of treasury shares		2,263
Translation adjustments	(23,972)				(23,972)
Shares issued under company stock and employee benefit plans			264			6,749
Net income	246,773			246,773
Settlement loss recognized, net of tax of $(234) in 2014 and $(331) in 2012	398				398
Tax benefit from stock option and restricted stock transactions			6,385
Dividends paid ($.76 per share in 2014, $.63 per share in 2013, and $.525 per share in 2012)				(48,391)
Purchase of treasury shares						(166,434)
Net prior service cost arising during the year, net of tax of $125 in 2014, $840 in 2013 and $(1,078) in 2012					(76)
Stock-based compensation			17,407
Net actuarial gain (loss) arising during the year, net of tax of $11,457 in 2014, $(28,644) in 2013 and $7,791 in 2012					(22,169)
Balance at end of year at Oct. 31, 2014	$ 904,797	$ 12,253	$ 328,605	$ 1,560,966	$ (103,199)	$ (893,828)
Balance at end of year at Oct. 31, 2014		35,588

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Stock-Based Compensation - Summarized Activity Related to Restricted Stock (Detail) (Restricted Stock [Member], USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Oct. 31, 2014
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Restricted Share Units, Beginning balance	82
Number of Restricted Shares, Granted	28
Number of Restricted Shares, Vested	(39)
Number of Restricted Share Units, Ending balance	71
Weighted-Average Grant Date Fair Value, Restricted Share Units, Beginning balance	$ 52.67
Weighted-Average Grant Date Fair Value, Granted	$ 73.56
Weighted-Average Grant Date Fair Value, Vested	$ 48.13
Weighted-Average Grant Date Fair Value, Restricted Share Units, Ending balance	$ 63.53

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Retirement, Pension and Other Postretirement Plans - Summary of Changes in Accumulated Other Comprehensive (Gain) Loss (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013
Pension Plan, United States [Member]
Defined Benefit Plan Disclosure [Line Items]
Balance at beginning of year	$ 93,541	$ 152,732
Net (gain) loss arising during the year	26,372	(46,707)
Prior service cost (credit) arising during the year	186	1,668
Net gain (loss) recognized during the year	(7,940)	(13,995)
Prior service (cost) credit recognized during the year	(237)	(157)
Settlement loss	(632)
Balance at end of year	111,290	93,541
Pension Plan, International [Member]
Defined Benefit Plan Disclosure [Line Items]
Balance at beginning of year	23,594	25,230
Net (gain) loss arising during the year	13,438	(642)
Prior service cost (credit) arising during the year	(419)
Net gain (loss) recognized during the year	(1,233)	(1,406)
Prior service (cost) credit recognized during the year	101	81
Exchange rate effect during the year	(1,793)	331
Balance at end of year	33,688	23,594
Postretirement Benefit Plans, United States [Member]
Defined Benefit Plan Disclosure [Line Items]
Balance at beginning of year	16,393	29,651
Net (gain) loss arising during the year	6,015	(11,619)
Net gain (loss) recognized during the year	(1,435)	(2,112)
Prior service (cost) credit recognized during the year	449	473
Balance at end of year	21,422	16,393
Postretirement Benefit Plans, International [Member]
Defined Benefit Plan Disclosure [Line Items]
Balance at beginning of year	(243)	(138)
Net (gain) loss arising during the year	130	(117)
Net gain (loss) recognized during the year	13	4
Exchange rate effect during the year	14	8
Balance at end of year	$ (86)	$ (243)

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Operating Segments and Geographic Area Data - Reportable Segments (Parenthetical) (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Adhesive Dispensing Systems [Member]
Segment Reporting Information [Line Items]
Severance and restructuring costs	$ 1,731	$ 315
Cost of goods sold - restructuring and severance and restructuring costs			3,862
Advanced Technology Systems [Member]
Segment Reporting Information [Line Items]
Severance and restructuring costs	579	811
Industrial Coating Systems [Member]
Segment Reporting Information [Line Items]
Severance and restructuring costs	$ 241		$ 690

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Long-Term Debt (Tables)

12 Months Ended

Oct. 31, 2014

Debt Disclosure [Abstract]

Long-Term Debt

A summary of long-term debt is as follows:

	2014		2013
Revolving credit agreement, due 2017	$	375,242	$	254,000
Senior notes, due 2017-2025		200,000		200,000
Euro loan, due 2016		63,244		129,058
Private shelf facility, due 2012-2020		53,333		63,889
Development loans, due 2011-2026		1,586		1,702
Other		214		341
		693,619		648,990
Less current maturities		10,751		10,832
Long-term maturities	$	682,868	$	638,158

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Retirement, Pension and Other Postretirement Plans - Fair Values of Pension Plan Assets (Detail) (USD $) In Thousands, unless otherwise specified	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Pension Plan, United States [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	$ 277,912	$ 243,506	$ 214,128
Pension Plan, United States [Member] | Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	73,764	78,675
Pension Plan, United States [Member] | Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	187,653	149,873
Pension Plan, United States [Member] | Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	16,495	14,958
Pension Plan, United States [Member] | Cash [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	1,617	2,811
Pension Plan, United States [Member] | Cash [Member] | Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	1,617	2,811
Pension Plan, United States [Member] | Money Market Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	2,820	2,783
Pension Plan, United States [Member] | Money Market Funds [Member] | Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	2,820	2,783
Pension Plan, United States [Member] | Equity Securities Basic Materials [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	3,224	3,834
Pension Plan, United States [Member] | Equity Securities Basic Materials [Member] | Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	3,224	3,834
Pension Plan, United States [Member] | Equity Securities Consumer Goods [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	5,114	4,958
Pension Plan, United States [Member] | Equity Securities Consumer Goods [Member] | Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	5,114	4,958
Pension Plan, United States [Member] | Equity Securities Financial [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	8,036	7,825
Pension Plan, United States [Member] | Equity Securities Financial [Member] | Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	8,036	7,825
Pension Plan, United States [Member] | Equity Securities Healthcare [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	4,372	4,109
Pension Plan, United States [Member] | Equity Securities Healthcare [Member] | Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	4,372	4,109
Pension Plan, United States [Member] | Equity Securities Industrial Goods [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	3,527	3,255
Pension Plan, United States [Member] | Equity Securities Industrial Goods [Member] | Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	3,527	3,255
Pension Plan, United States [Member] | Equity Securities Technology [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	4,226	4,159
Pension Plan, United States [Member] | Equity Securities Technology [Member] | Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	4,226	4,159
Pension Plan, United States [Member] | Equity Securities Utilities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	1,084	988
Pension Plan, United States [Member] | Equity Securities Utilities [Member] | Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	1,084	988
Pension Plan, United States [Member] | Mutual Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	31,255	32,617
Pension Plan, United States [Member] | Mutual Funds [Member] | Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	31,255	32,617
Pension Plan, United States [Member] | Fixed Income Securities US Government [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	26,447	26,892
Pension Plan, United States [Member] | Fixed Income Securities US Government [Member] | Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	7,877	10,715
Pension Plan, United States [Member] | Fixed Income Securities US Government [Member] | Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	18,570	16,177
Pension Plan, United States [Member] | Fixed Income Securities Corporate [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	50,720	43,367
Pension Plan, United States [Member] | Fixed Income Securities Corporate [Member] | Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	50,720	43,367
Pension Plan, United States [Member] | Fixed Income Securities Other [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	2,486	1,356
Pension Plan, United States [Member] | Fixed Income Securities Other [Member] | Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	2,486	1,356
Pension Plan, United States [Member] | Other Types of Investments Real Estate Collective Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	16,495	14,958
Pension Plan, United States [Member] | Other Types of Investments Real Estate Collective Funds [Member] | Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	16,495	14,958
Pension Plan, United States [Member] | Other Types of Investments Pooled Investment Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	115,877	88,973
Pension Plan, United States [Member] | Other Types of Investments Pooled Investment Funds [Member] | Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	115,877	88,973
Pension Plan, United States [Member] | Other Types of Investments Other [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	612	621
Pension Plan, United States [Member] | Other Types of Investments Other [Member] | Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	612	621
Pension Plan, International [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	39,618	37,078	34,217
Pension Plan, International [Member] | Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	8	321
Pension Plan, International [Member] | Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	16,436	14,664
Pension Plan, International [Member] | Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	23,174	22,093
Pension Plan, International [Member] | Cash [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	8	321
Pension Plan, International [Member] | Cash [Member] | Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	8	321
Pension Plan, International [Member] | Other Types of Investments Insurance Contracts [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	23,174	22,093
Pension Plan, International [Member] | Other Types of Investments Insurance Contracts [Member] | Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	23,174	22,093
Pension Plan, International [Member] | Other Types of Investments Pooled Investment Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	16,436	14,664
Pension Plan, International [Member] | Other Types of Investments Pooled Investment Funds [Member] | Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	$ 16,436	$ 14,664

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Stock-Based Compensation

12 Months Ended

Oct. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

Note 14 — Stock-based compensation

During the 2013 Annual Meeting of Shareholders, our shareholders approved the 2012 Stock Incentive and Award Plan (the “2012 Plan”). The 2012 Plan provides for the granting of stock options, stock appreciation rights, restricted stock, performance shares, stock purchase rights, stock equivalent units, cash awards and other stock or performance-based incentives. A maximum of 2,900 common shares is available for grant under the Plan.

Stock options — Nonqualified or incentive stock options may be granted to our employees and directors. Generally, options granted to employees may be exercised beginning one year from the date of grant at a rate not exceeding 25 percent per year and expire 10 years from the date of grant. Vesting accelerates upon the occurrence of events that involve or may result in a change of control. For grants made prior to November 2012, vesting ceases upon retirement, death and disability, and unvested shares are forfeited. For grants made in or after November 2012, in the event of termination of employment due to early retirement or normal retirement at age 65, options granted within 12 months prior to termination are forfeited, and vesting continues post retirement for all other unvested options granted. In the event of disability or death, all unvested stock options fully vest. Termination for any other reason results in forfeiture of unvested options and vested options in certain circumstances. The amortized cost of options is accelerated if the retirement eligibility date occurs before the normal vesting date. Option exercises are satisfied through the issuance of treasury shares on a first-in, first-out basis. We recognized compensation expense related to stock options of $10,251, $4,906 and $3,789 for 2014, 2013 and 2012, respectively. The increase in the 2014 expense was primarily related to accelerated amortization of the cost of options.

The following table summarizes activity related to stock options during 2014:

	Number of Options			Weighted-Average Exercise Price Per Share		Aggregate Intrinsic Value		Weighted- Average Remaining Term
Outstanding at October 31, 2013		1,749		$	34.63
Granted		277		$	71.75
Exercised		(314	)	$	22.35
Forfeited or expired		(26	)	$	51.57
Outstanding at October 31, 2014		1,686		$	42.77	$	56,957		6.0 years
Vested at October 31, 2014 or expected to vest		1,673		$	42.58	$	56,841		6.0 years
Exercisable at October 31, 2014		955		$	30.86	$	43,626		4.6 years

Summarized information on currently outstanding options follows:

	Range of Exercise Price
	$14 — $28		$29 — $44		$45 — $73
Number outstanding		610		543		533
Weighted-average remaining contractual life, in years		3.5		6.4		8.6
Weighted-average exercise price	$	22.54	$	41.90	$	66.78
Number exercisable		578		318		59
Weighted-average exercise price	$	22.28	$	40.71	$	61.62

As of October 31, 2014, there was $6,741 of total unrecognized compensation cost related to nonvested stock options. That cost is expected to be amortized over a weighted average period of approximately 1.4 years.

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

	2014	2013	2012
Expected volatility	40.1%-44.7%	45.3%-46.9%	45.4%-46.9%
Expected dividend yield	0.98%-1.03%	0.97%-1.01%	1.20%
Risk-free interest rate	1.51%-1.79%	0.75%-0.90%	1.03%-1.23%
Expected life of the option (in years)	5.4-6.1	5.4-6.1	5.4-6.1

The weighted-average expected volatility used to value options granted in 2014, 2013 and 2012 was 44.5 percent, 46.3 percent and 46.2 percent, respectively.

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

The weighted average grant date fair value of stock options granted during 2014, 2013 and 2012 was $27.92, $24.12 and $17.03, respectively.

The total intrinsic value of options exercised during 2014, 2013 and 2012 was $17,223, $12,892 and $13,329, respectively.

Cash received from the exercise of stock options for 2014, 2013 and 2012 was $7,013, $6,018 and $4,934, respectively. The tax benefit realized from tax deductions from exercises for 2014, 2013 and 2012 was $6,385, $5,531 and $4,792, respectively.

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

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

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

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

The following table summarizes activity related to restricted shares during 2014:

	Number of Shares			Weighted-Average Grant Date Fair Value Per Share
Restricted at October 31, 2013		82		$	52.67
Granted		28		$	73.56
Vested		(39	)	$	48.13
Restricted at October 31, 2014		71		$	63.53

As of October 31, 2014, there was $2,074 of unrecognized compensation cost related to restricted shares. The cost is expected to be amortized over a weighted average period of 1.7 years. The amount charged to expense related to restricted shares was $1,784, $2,464 and $1,724 in 2014, 2013 and 2012, respectively. These amounts included common share dividends $52, 57, and $53 in 2014, 2013 and 2012, respectively.

The following table summarizes activity related to restricted share units in 2014:

	Number of Units			Weighted-Average Grant Date Fair Value
Restricted share units at October 31, 2013		12		$	51.79
Granted		12		$	71.82
Vested		(19	)	$	62.07
Restricted share units at October 31, 2014		5		$	61.59

As of October 31, 2014, there was no remaining expense to be recognized related to outstanding restricted share units. The amount charged to expense related to restricted share units during 2014, 2013 and 2012 was $890, $598 and $370, respectively.

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

The following table summarizes activity related to director deferred compensation share equivalent units during 2014:

	Number of Shares			Weighted-Average Grant Date Fair Value Per Share
Outstanding at October 31, 2013		148		$	23.22
Restricted stock units vested		13		$	57.43
Dividend equivalents		1		$	76.49
Distributions		(52	)	$	19.20
Outstanding at October 31, 2014		110		$	29.74

The amount charged to expense related to director deferred compensation was $101, $183 and $265 in 2014, 2013 and 2012, respectively.

Performance share incentive awards — Executive officers and selected other key employees are eligible to receive common share-based incentive awards. Payouts, in the form of unrestricted common shares, vary based on the degree to which corporate financial performance exceeds predetermined threshold, target and maximum performance levels over three-year performance periods. No payout will occur unless certain threshold performance measures are exceeded.

The amount of compensation expense is based upon current performance projections for each three-year period and the percentage of the requisite service that has been rendered. The calculations are also based upon the grant date fair value determined using the closing market price of our common shares at the grant date, reduced by the implied value of dividends not to be paid. This value was $69.25 per share for 2014, $59.59 per share for 2013 and $42.12 per share for 2012. The amounts charged to expense for executive officers and selected other key employees in 2014, 2013 and 2012 were $4,304, $3,588 and $4,235, respectively. The cumulative amount recorded in shareholders’ equity at October 31, 2014, and 2013 was $7,570 and $8,083, respectively.

Deferred compensation — Our executive officers and other highly compensated employees may elect to defer up to 100 percent of their base pay and cash incentive compensation and, for executive officers, up to 90 percent of their performance share-based incentive payout each year. Additional share units are credited for quarterly dividends paid on our common shares. Expense related to dividends paid under this plan was $129, $79 and $35 for 2014, 2013 and 2012, respectively.

Shares reserved for future issuance — At October 31, 2014, there were 2,430 of common shares reserved for future issuance through the exercise of outstanding options or rights.

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Leases (Tables)

12 Months Ended

Oct. 31, 2014

Leases [Abstract]

Assets Held Under Capitalized Leases and Included in Property, Plant and Equipment

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

	2014			2013
Transportation equipment	$	15,524		$	16,261
Other		12,191			10,577
Total capitalized leases		27,715			26,838
Accumulated amortization		(11,139	)		(10,805	)
Net capitalized leases	$	16,576		$	16,033

Future Minimum Lease Payments Under Non-cancelable Capitalized and Operating Leases

At October 31, 2014, future minimum lease payments under non-cancelable capitalized and operating leases are as follows:

	Capitalized Leases		Operating Leases
Year:
2015	$	6,866	$	12,189
2016		4,957		7,192
2017		2,340		5,808
2018		993		4,179
2019		635		3,773
Later years		6,476		10,410
Total minimum lease payments		22,267	$	43,551
Less amount representing executory costs		1,993
Net minimum lease payments		20,274
Less amount representing interest		4,148
Present value of net minimum lease payments		16,126
Less current portion		5,108
Long-term obligations at October 31, 2014	$	11,018

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Operating Segments and Geographic Area Data - Reportable Segments (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Oct. 31, 2014	Jul. 31, 2014	Apr. 30, 2014	Jan. 31, 2014	Oct. 31, 2013	Jul. 31, 2013	Apr. 30, 2013	Jan. 31, 2013	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Segment Reporting Information [Line Items]
Net external sales	$ 468,590	$ 458,550	$ 417,461	$ 359,420	$ 410,818	$ 402,960	$ 382,100	$ 347,043	$ 1,704,021	$ 1,542,921	$ 1,409,578
Depreciation									34,446	31,766	24,469
Operating profit (loss)									367,105	323,849	335,480
Identifiable assets	2,280,130				2,053,179				2,280,130	2,053,179	1,829,515
Operating Segments [Member]
Segment Reporting Information [Line Items]
Net external sales									1,704,021	1,542,921	1,409,578
Depreciation									34,446	31,766	24,469
Operating profit (loss)									367,105	323,849	335,480
Identifiable assets	2,292,415				2,053,784				2,292,415	2,053,784	1,836,024
Expenditures for long-lived assets									43,574	47,219	30,959
Operating Segments [Member] | Adhesive Dispensing Systems [Member]
Segment Reporting Information [Line Items]
Net external sales									899,696	793,488	684,096
Depreciation									15,467	15,326	9,540
Operating profit (loss)									229,556	203,757	211,072
Identifiable assets	747,063				750,616				747,063	750,616	611,357
Expenditures for long-lived assets									15,886	20,498	14,612
Operating Segments [Member] | Advanced Technology Systems [Member]
Segment Reporting Information [Line Items]
Net external sales									561,784	516,266	515,992
Depreciation									10,433	9,180	8,711
Operating profit (loss)									140,240	123,403	134,074
Identifiable assets	919,052				721,524				919,052	721,524	718,354
Expenditures for long-lived assets									15,163	10,080	6,871
Operating Segments [Member] | Industrial Coating Systems [Member]
Segment Reporting Information [Line Items]
Net external sales									242,541	233,167	209,490
Depreciation									3,368	3,084	2,704
Operating profit (loss)									38,117	33,786	25,933
Identifiable assets	130,624				113,835				130,624	113,835	110,982
Expenditures for long-lived assets									4,057	6,239	4,602
Corporate [Member]
Segment Reporting Information [Line Items]
Depreciation									5,178	4,176	3,514
Operating profit (loss)									(40,808)	(37,097)	(35,599)
Identifiable assets	495,676				467,809				495,676	467,809	395,331
Expenditures for long-lived assets									$ 8,468	$ 10,402	$ 4,874

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Supplemental Information for the Statement of Cash Flows

12 Months Ended

Oct. 31, 2014

Supplemental Cash Flow Elements [Abstract]

Supplemental Information for the Statement of Cash Flows

Note 16 — Supplemental information for the statement of cash flows

	2014		2013		2012
Cash operating activities:
Interest paid	$	14,115	$	16,037	$	9,285
Income taxes paid		87,797		93,074		70,935
Non-cash investing and financing activities:
Capitalized lease obligations incurred	$	8,584	$	6,441	$	12,981
Capitalized lease obligations terminated		864		468		894
Shares acquired and issued through exercise of stock options		—		148		2,323

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Retirement, Pension and Other Postretirement Plans - Net Postretirement Benefit Cost (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Postretirement Benefit Plans, United States [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 1,037	$ 1,145	$ 1,183
Interest cost	3,062	2,598	2,759
Amortization of prior service cost (credit)	(449)	(473)	(584)
Amortization of net actuarial (gain) loss	1,435	2,112	1,789
Total benefit cost	5,085	5,382	5,147
Postretirement Benefit Plans, International [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	28	35	28
Interest cost	38	38	41
Amortization of net actuarial (gain) loss	(13)	(4)	(14)
Total benefit cost	$ 53	$ 69	$ 55

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Consolidated Statements of Shareholders' Equity (Parenthetical) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Dividends paid per share	$ 0.760	$ 0.630	$ 0.525
Retained Earnings [Member]
Dividends paid per share	$ 0.760	$ 0.630	$ 0.525
Accumulated Other Comprehensive Income (Loss) [Member]
Tax on settlement loss recognized	$ (234)		$ (331)
Tax on net prior service cost (credit) occurring during the year	125	840	(1,078)
Tax on net actuarial loss occurring during the year	$ 11,457	$ (28,644)	$ 7,791

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Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Statement of Comprehensive Income [Abstract]
Net income	$ 246,773	$ 221,817	$ 224,829
Components of other comprehensive income (loss), net of tax:
Translation adjustments	(23,972)	465	(10,806)
Pension and postretirement benefit plans:
Prior service (cost) credit arising during the year	175	(1,050)	2,142
Net actuarial gain (loss) arising during the year	(29,158)	38,149	(23,829)
Amortization of prior service cost	(251)	(375)	(183)
Amortization of actuarial loss	6,989	9,657	7,899
Settlement loss recognized	398		563
Total pension and postretirement benefit plans	(21,847)	46,381	(13,408)
Total other comprehensive income (loss)	(45,819)	46,846	(24,214)
Total comprehensive income	$ 200,954	$ 268,663	$ 200,615

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Long-Term Debt

12 Months Ended

Oct. 31, 2014

Debt Disclosure [Abstract]

Long-Term Debt

Note 9 — Long-term debt

A summary of long-term debt is as follows:

	2014		2013
Revolving credit agreement, due 2017	$	375,242	$	254,000
Senior notes, due 2017-2025		200,000		200,000
Euro loan, due 2016		63,244		129,058
Private shelf facility, due 2012-2020		53,333		63,889
Development loans, due 2011-2026		1,586		1,702
Other		214		341
		693,619		648,990
Less current maturities		10,751		10,832
Long-term maturities	$	682,868	$	638,158

Revolving credit agreement — This $500,000 unsecured multi-currency revolving credit agreement is with a group of banks and expires in December 2016. Payment of quarterly commitment fees is required. The weighted average interest rate for borrowings under this agreement was 1.08 percent at October 31, 2014.

Senior notes, due 2017-2025 —These fixed-rate notes entered into in 2012 with a group of insurance companies had an original weighted-average life of 8.78 years at the time of issuance. The weighted-average interest rate at October 31, 2014 was 2.93 percent.

Euro loan, due 2016 — This loan was entered into in 2013 with The Bank of Tokyo-Mitsubishi UFJ, Ltd. It can be extended by one year at the end of the third and fourth anniversaries. The interest rate is variable based upon the EUR LIBOR rate. The weighted average interest rate at October 31, 2014 was 0.95 percent.

Private shelf facility — In 2011, we entered into a $150,000 three-year Private Shelf Note agreement with New York Life Investment Management LLC (NYLIM). The amount of the facility was increased to $175,000 in 2013. Borrowings under the agreement may be up to 12 years, with an average life of up to 10 years, and are unsecured. The interest rate on each borrowing can be fixed or floating and is based upon the market rate at the borrowing date. At October 31, 2014, the amount outstanding under this facility was at a fixed rate of 2.21 percent.

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

Annual maturities — The annual maturities of long-term debt for the five years subsequent to October 31, 2014, are as follows: $10,751 in 2015; $74,041 in 2016; and $413,343 in 2017; $26,587 in 2018 and $21,591 in 2019.

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Supplemental Information for the Statement of Cash Flows - Supplemental Information for the Statement of Cash Flows (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Cash operating activities:
Interest paid	$ 14,115	$ 16,037	$ 9,285
Income taxes paid	87,797	93,074	70,935
Non-cash investing and financing activities:
Capitalized lease obligations incurred	8,584	6,441	12,981
Capitalized lease obligations terminated	864	468	894
Shares acquired and issued through exercise of stock options		$ 148	$ 2,323

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Stock-Based Compensation - Fair Value Assumptions of Stock Options (Detail) (Stock Options [Member])	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility, Minimum	40.10%	45.30%	45.40%
Expected volatility, Maximum	44.70%	46.90%	46.90%
Expected dividend yield			1.20%
Risk-free interest rate, Minimum	1.51%	0.75%	1.03%
Risk-free interest rate, Maximum	1.79%	0.90%	1.23%
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.98%	0.97%
Expected life of the option (in years)	5 years 4 months 24 days	5 years 4 months 24 days	5 years 4 months 24 days
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	1.03%	1.01%
Expected life of the option (in years)	6 years 1 month 6 days	6 years 1 month 6 days	6 years 1 month 6 days

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Stock-Based Compensation - Summarized Information on Currently Outstanding Options (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Oct. 31, 2014
Price Range 14 to 28 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Number outstanding	610
Weighted-average remaining contractual life, in years	3 years 6 months
Weighted-average exercise price	$ 22.54
Number exercisable	578
Weighted-average exercise price	$ 22.28
Price Range 29 to 44 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Number outstanding	543
Weighted-average remaining contractual life, in years	6 years 4 months 24 days
Weighted-average exercise price	$ 41.90
Number exercisable	318
Weighted-average exercise price	$ 40.71
Price Range 45 to 73 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Number outstanding	533
Weighted-average remaining contractual life, in years	8 years 7 months 6 days
Weighted-average exercise price	$ 66.78
Number exercisable	59
Weighted-average exercise price	$ 61.62

XML

Document and Entity Information (USD $)	12 Months Ended
	Oct. 31, 2014	Nov. 28, 2014	Apr. 30, 2014
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Oct. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	FY
Trading Symbol	NDSN
Entity Registrant Name	NORDSON CORP
Entity Central Index Key	0000072331
Current Fiscal Year End Date	--10-31
Entity Well-known Seasoned Issuer	Yes
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		62,211,946
Entity Public Float			$ 4,713,344,000

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Leases

12 Months Ended

Oct. 31, 2014

Leases [Abstract]

Leases

Note 10 — Leases

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

Rent expense for all operating leases was approximately $15,135, $14,835 and $13,822 in 2014, 2013 and 2012, respectively.

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

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

	2014			2013
Transportation equipment	$	15,524		$	16,261
Other		12,191			10,577
Total capitalized leases		27,715			26,838
Accumulated amortization		(11,139	)		(10,805	)
Net capitalized leases	$	16,576		$	16,033

At October 31, 2014, future minimum lease payments under non-cancelable capitalized and operating leases are as follows:

	Capitalized Leases		Operating Leases
Year:
2015	$	6,866	$	12,189
2016		4,957		7,192
2017		2,340		5,808
2018		993		4,179
2019		635		3,773
Later years		6,476		10,410
Total minimum lease payments		22,267	$	43,551
Less amount representing executory costs		1,993
Net minimum lease payments		20,274
Less amount representing interest		4,148
Present value of net minimum lease payments		16,126
Less current portion		5,108
Long-term obligations at October 31, 2014	$	11,018

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Leases - Assets Held Under Capitalized Leases and Included in Property, Plant and Equipment (Detail) (USD $) In Thousands, unless otherwise specified	Oct. 31, 2014	Oct. 31, 2013
Leases [Abstract]
Transportation equipment	$ 15,524	$ 16,261
Other	12,191	10,577
Total capitalized leases	27,715	26,838
Accumulated amortization	(11,139)	(10,805)
Net capitalized leases	$ 16,576	$ 16,033

XML

Stock-Based Compensation - Summarized Activity Related to Stock Options (Detail) (Stock Options [Member], USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Oct. 31, 2014
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Options, Outstanding, Beginning balance	1,749
Number of Options, Granted	277
Number of Options, Exercised	(314)
Number of Options, Forfeited or expired	(26)
Number of Options, Outstanding, Ending balance	1,686
Number of Options, Vested or expected to vest	1,673
Number of Options, Exercisable	955
Weighted-Average Exercise Price Per Share, Outstanding, Beginning balance	$ 34.63
Weighted-Average Exercise Price Per Share, Granted	$ 71.75
Weighted-Average Exercise Price Per Share, Exercised	$ 22.35
Weighted-Average Exercise Price Per Share, Forfeited or expired	$ 51.57
Weighted-Average Exercise Price Per Share, Outstanding, Ending balance	$ 42.77
Weighted-Average Exercise Price Per Share, Vested or expected to vest	$ 42.58
Weighted-Average Exercise Price Per Share, Exercisable	$ 30.86
Aggregate Intrinsic Value, Outstanding	$ 56,957
Aggregate Intrinsic Value, Vested or expected to vest	56,841
Aggregate Intrinsic Value, Exercisable	$ 43,626
Weighted Average Remaining Term, Outstanding	6 years
Weighted Average Remaining Term, Vested or expected to vest	6 years
Weighted Average Remaining Term, Exercisable	4 years 7 months 6 days

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Oct. 31, 2014	Oct. 31, 2013
Current assets:
Cash and cash equivalents	$ 42,314	$ 42,375
Receivables - net	365,844	308,707
Inventories - net	210,871	198,401
Deferred income taxes	29,926	30,850
Prepaid expenses	23,728	21,733
Total current assets	672,683	602,066
Property, plant and equipment - net	224,439	200,979
Goodwill	1,052,537	939,211
Intangible assets - net	291,310	269,073
Deferred income taxes	6,559	9,394
Other assets	32,602	32,456
Total assets	2,280,130	2,053,179
Current liabilities:
Notes payable	106,181	3,604
Accounts payable	68,500	62,123
Income taxes payable	16,586	14,522
Accrued liabilities	137,001	110,528
Customer advance payments	25,578	28,341
Current maturities of long-term debt	10,751	10,832
Deferred income taxes	1,163	1,326
Current obligations under capital leases	5,108	5,521
Total current liabilities	370,868	236,797
Long-term debt	682,868	638,158
Obligations under capital leases	11,018	10,112
Pension obligations	124,082	103,754
Postretirement obligations	68,300	59,794
Deferred income taxes	87,092	89,541
Other liabilities	31,105	27,160
Shareholders' equity:
Preferred shares, no par value; 10,000 shares authorized; none issued
Common shares, no par value; 160,000 shares authorized; 98,023 shares issued at October 31, 2014 and 2013	12,253	12,253
Capital in excess of stated value	328,605	304,549
Retained earnings	1,560,966	1,362,584
Accumulated other comprehensive loss	(103,199)	(57,380)
Common shares in treasury, at cost	(893,828)	(734,143)
Total shareholders' equity	904,797	887,863
Total liabilities and shareholders' equity	$ 2,280,130	$ 2,053,179

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Details of Balance Sheet

12 Months Ended

Oct. 31, 2014

Text Block [Abstract]

Details of Balance Sheet

Note 4 — Details of balance sheet

	2014			2013
Receivables:
Accounts	$	347,259		$	292,469
Notes		6,339			9,467
Other		16,733			11,036
		370,331			312,972
Allowance for doubtful accounts		(4,487	)		(4,265	)
	$	365,844		$	308,707
Inventories:
Raw materials and component parts	$	86,573		$	81,943
Work-in-process		27,994			34,756
Finished goods		130,544			115,078
		245,111			231,777
Obsolescence and other reserves		(26,744	)		(26,579	)
LIFO reserve		(7,496	)		(6,797	)
	$	210,871		$	198,401
Property, plant and equipment:
Land	$	10,216		$	10,383
Land improvements		3,827			3,849
Buildings		141,880			127,178
Machinery and equipment		319,110			294,374
Enterprise management system		44,682			43,983
Construction-in-progress		27,419			21,251
Leased property under capitalized leases		27,715			26,838
		574,849			527,856
Accumulated depreciation and amortization		(350,410	)		(326,877	)
	$	224,439		$	200,979
Accrued liabilities:
Salaries and other compensation	$	57,722		$	44,561
Pension and retirement		1,738			720
Taxes other than income taxes		6,367			5,570
Other		71,174			59,677
	$	137,001		$	110,528

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Acquisitions

12 Months Ended

Oct. 31, 2014

Business Combinations [Abstract]

Acquisitions

Note 3 — Acquisitions

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

2014 acquisitions

On August 8, 2014, we purchased 100 percent of the outstanding shares of Avalon Laboratories Holding Corp. (Avalon). Avalon, a leading designer and manufacturer of highly specialized catheters and medical tubing products for cardiology, pulmonology and related applications, complements our existing lines of highly engineered, single-use plastic components for fluid management in medical applications. We acquired Avalon for an aggregate purchase price of $179,966, net of cash acquired of $1,324. Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $122,011 and identifiable intangible assets of $52,000 were recorded. The identifiable intangible assets consist primarily of $32,200 of customer relationships (amortized over 10 years), $9,800 of technology (amortized over 10 years) and $10,000 of tradenames (amortized over 15 years). Goodwill associated with this acquisition is not tax deductible; however there is $15,800 from a previous acquisition that is tax deductible.

On August 29, 2014, we purchased 100 percent of the outstanding shares of Dima Group B.V. (Dima), a Netherlands based manufacturer of conformal coating, dispensing and surface mount technology equipment for the global electronics assembly market. We acquired Dima for an aggregate purchase price of $6,454, net of cash acquired of $149. Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $2,380 and identifiable intangible assets of $1,281 were recorded. The identifiable intangible assets consist primarily of $1,017 of customer relationships (amortized over 7 years), and $264 of tradenames (amortized over 15 years). Goodwill associated with this acquisition is not tax deductible.

Both of these acquisitions are being reported in our Advanced Technology Systems segment.

As of October 31, 2014, the purchase price allocations remain preliminary as we complete our assessments of deferred taxes and certain reserves.

2013 acquisitions

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

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

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

2012 acquisitions

On June 14, 2012, we acquired 100 percent of the outstanding shares of EDI Holdings, Inc. (EDI), a provider of slot coating and flat polymer extrusion dies for plastic processors and web converters headquartered in Chippewa Falls, Wisconsin. EDI is being reported in our Adhesive Dispensing Systems segment.

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

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

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

Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $271,501 and identifiable intangible assets of $122,216 were recorded. The intangible assets acquired consist of customer lists of $48,350, which are being amortized over a weighted average life of nine years; technology assets of $25,740 which are being amortized over a weighted average life of 15 years; trade names of $43,710 which are being amortized over a weighted average life of 15 years; and non-compete agreements of $4,416, which are being amortized over a weighted average life of two years. Goodwill of $24,058 associated with the SEE acquisition is tax deductible, and none of the goodwill associated with the EDI and Xaloy acquisitions is tax deductible. However, there is $11,000 of goodwill related to their previous acquisitions that is tax deductible.

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

Sales	$	1,537,251
Net income	$	234,092
Basic earnings per share	$	3.63
Diluted earnings per share	$	3.60

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

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Operating Segments and Geographic Area Data

12 Months Ended

Oct. 31, 2014

Segment Reporting [Abstract]

Operating Segments and Geographic Area Data

Note 15 — Operating segments and geographic area data

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

No single customer accounted for 10 percent or more of sales in 2014, 2013 or 2012.

The following table presents information about our reportable segments:

	Adhesive Dispensing Systems			Advanced Technology Systems			Industrial Coating Systems			Corporate			Total
Year ended October 31, 2014
Net external sales	$	899,696		$	561,784		$	242,541		$	—		$	1,704,021
Depreciation		15,467			10,433			3,368			5,178			34,446
Operating profit (loss)		229,556	(a)		140,240	(b)		38,117	(e)		(40,808	)		367,105
Identifiable assets(c)		747,063			919,052			130,624			495,676	(d)		2,292,415
Expenditures for long-lived assets		15,886			15,163			4,057			8,468			43,574
Year ended October 31, 2013
Net external sales	$	793,488		$	516,266		$	233,167		$	—		$	1,542,921
Depreciation		15,326			9,180			3,084			4,176			31,766
Operating profit (loss)		203,757	(a)		123,403	(b)		33,786			(37,097	)		323,849
Identifiable assets(c)		750,616			721,524			113,835			467,809	(d)		2,053,784
Expenditures for long-lived assets		20,498			10,080			6,239			10,402			47,219
Year ended October 31, 2012
Net external sales	$	684,096		$	515,992		$	209,490		$	—		$	1,409,578
Depreciation		9,540			8,711			2,704			3,514			24,469
Operating profit (loss)		211,072	(a)		134,074			25,933	(e)		(35,599	)		335,480
Identifiable assets(c)		611,357			718,354			110,982			395,331	(d)		1,836,024
Expenditures for long-lived assets		14,612			6,871			4,602			4,874			30,959

(a) Includes $1,731 and $315 of severance and restructuring costs in 2014 and 2013, respectively. Includes $3,862 of cost of goods sold — restructuring and severance and restructuring costs in 2012.

(b) Includes $579 and $811 of severance and restructuring costs 2014 and 2013, respectively.

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

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

(e) Includes $241 and $690 of severance and restructuring costs in 2014 and 2012, respectively.

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

	2014		2013		2012
Net external sales
United States	$	503,776	$	465,789	$	388,904
Americas		120,993		123,654		109,074
Europe		494,538		416,725		381,005
Japan		127,057		127,945		127,509
Asia Pacific		457,657		408,808		403,086
Total net external sales	$	1,704,021	$	1,542,921	$	1,409,578
Long-lived assets
United States	$	159,946	$	136,551	$	127,486
Americas		2,451		4,154		3,180
Europe		21,039		22,576		14,896
Japan		5,967		4,384		3,431
Asia Pacific		35,036		33,314		25,938
Total long-lived assets	$	224,439	$	200,979	$	174,931

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

	2014			2013			2012
Total profit for reportable segments	$	367,105		$	323,849		$	335,480
Interest expense		(15,035	)		(14,841	)		(11,153	)
Interest and investment income		581			421			463
Other-net		(138	)		1,694			1,463
Income before income taxes	$	352,513		$	311,123		$	326,253

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

	2014			2013			2012
Total assets for reportable segments	$	2,292,415		$	2,053,784		$	1,836,024
Customer advance payments		25,578			28,341			20,894
Eliminations		(37,863	)		(28,946	)		(27,403	)
Total consolidated assets	$	2,280,130		$	2,053,179		$	1,829,515

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Fair Value Measurements

12 Months Ended

Oct. 31, 2014

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 11 — Fair value measurements

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

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

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

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

The following table presents the classification of our assets and liabilities measured at fair value on a recurring basis at October 31, 2014:

	Total		Level 1		Level 2		Level 3
Assets:
Foreign currency forward contracts(a)	$	9,934	$	—	$	9,934	$	—
Total assets at fair value	$	9,934	$	—	$	9,934	$	—
Liabilities:
Deferred compensation plans(b)	$	8,884	$	8,884	$	—	$	—
Foreign currency forward contracts(a)		8,424		—		8,424		—
Total liabilities at fair value	$	17,308	$	8,884	$	8,424	$	—

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

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

Fair value disclosures related to goodwill and indefinite-lived intangible assets are disclosed in Note 5.

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Financial Instruments - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Offsetting [Abstract]
Maturity of foreign currency forward contracts	90 days
Gains (losses) on foreign currency forward contracts	$ (826)	$ 1,437	$ 294
Gains(Loss) in fair value of balance sheet positions denominated in foreign currencies	348	(3,651)	(1,310)
Gain on Derivative Used in Net Investment Hedge, Net of Tax	$ 318	$ 699

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Income Taxes

12 Months Ended

Oct. 31, 2014

Income Tax Disclosure [Abstract]

Income Taxes

Note 7 — Income taxes

Income tax expense includes the following:

	2014			2013			2012
Current:
U.S. federal	$	52,985		$	45,004		$	51,458
State and local		1,900			2,351			1,378
Foreign		47,366			36,829			38,760
Total current		102,251			84,184			91,596
Deferred:
U.S. federal		8,695			8,361			7,204
State and local		(1,635	)		(991	)		782
Foreign		(3,571	)		(2,248	)		1,842
Total deferred		3,489			5,122			9,828
	$	105,740		$	89,306		$	101,424

Earnings before income taxes of domestic operations, which are calculated after intercompany profit eliminations, were $184,894, $164,702 and $177,035 in 2014, 2013 and 2012, respectively.

Income tax expense in 2013 included a benefit of $900 for the reduction of unrecognized tax benefits primarily related to expiration of certain foreign statutes of limitations. On January 2, 2013, the American Taxpayer Relief Act of 2012 was enacted which retroactively reinstated and extended the Federal Research and Development Tax Credit (Federal R&D Tax Credit) from January 1, 2012 to December 31, 2013 and extended certain other tax provisions. As a result, our income tax provision for 2013 included a discrete tax benefit of $1,700 related to 2012.

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

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

	2014			2013			2012
Statutory federal income tax rate		35.00	%		35.00	%		35.00	%
Domestic Production Deduction		(1.74	)		(1.71	)		(1.82	)
Foreign tax rate variances, net of foreign tax credits		(3.42	)		(3.39	)		(2.31	)
State and local taxes, net of federal income tax benefit		0.05			0.28			0.43
Amounts related to prior years		(0.24	)		(1.00	)		(0.31	)
Other — net		0.35			(0.48	)		0.10
Effective tax rate		30.00	%		28.70	%		31.09	%

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

Earnings before income taxes of international operations, which are calculated before intercompany profit elimination entries, were $167,619, $146,421 and $149,218 in 2014, 2013 and 2012, respectively. Deferred income taxes are not provided on undistributed earnings of international subsidiaries that are intended to be permanently invested in their operations. These undistributed earnings aggregated approximately $622,914 and $510,842 at October 31, 2014 and 2013, respectively. Should these earnings be distributed, applicable foreign tax credits would substantially offset taxes due upon the distribution. It is not practical to estimate the amount of additional taxes that might be payable on such undistributed earnings.

At October 31, 2014 and 2013, total unrecognized tax benefits were $5,812 and $5,717, respectively. The amounts that, if recognized, would impact the effective tax rate were $5,175 and $5,178 at October 31, 2014 and 2013, respectively. The increase in unrecognized tax benefits in 2013 as compared to prior year relates primarily to foreign positions and, if recognized, a substantial portion of the gross unrecognized tax benefits would be offset against assets currently recorded in the Consolidated Balance Sheet. A reconciliation of the beginning and ending amount of unrecognized tax benefits for 2014, 2013 and 2012 is as follows:

	2014			2013			2012
Balance at beginning of year	$	5,717		$	3,140		$	2,576
Additions based on tax positions related to the current year		196			703			148
Additions for tax positions of prior years		319			3,261			896
Reductions for tax positions of prior years		—			(317	)		—
Settlements		(110	)		—			—
Lapse of statute of limitations		(310	)		(1,070	)		(480	)
Balance at end of year	$	5,812		$	5,717		$	3,140

At October 31, 2014 and 2013, we had accrued interest and penalty expense related to unrecognized tax benefits of $2,025 and $1,085, respectively. We include interest accrued related to unrecognized tax benefits in interest expense. Penalties, if incurred, would be recognized as other income (expense).

We are subject to United States Federal income tax as well as income taxes in numerous state and foreign jurisdictions. We are subject to examination in the U.S. by the Internal Revenue Service (IRS) for the 2012, 2013 and 2014 tax years; tax years prior to the 2012 year are closed to further examination by the IRS. Generally, major state and foreign jurisdiction tax years remain open to examination for tax years after 2008. Within the next twelve months, it is reasonably possible that certain statute of limitations periods would expire, which could result in a minimal decrease in our unrecognized tax benefits.

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

	2014			2013
Deferred tax assets:
Employee benefits	$	79,669		$	66,148
Other accruals not currently deductible for taxes		17,379			16,984
Tax credit and loss carryforwards		16,531			13,077
Inventory adjustments		5,276			4,998
Translation of foreign currency accounts		154			384
Total deferred tax assets		119,009			101,591
Valuation allowance		(7,672	)		(5,663	)
Total deferred tax assets		111,337			95,928
Deferred tax liabilities:
Depreciation and amortization		163,107			146,500
Other — net		—			51
Total deferred tax liabilities		163,107			146,551
Net deferred tax liabilities	$	(51,770	)	$	(50,623	)

At October 31, 2014, we had $4,161 of tax credit carryforwards of which $161 will expire in 2015 through 2017, and $4,000 of which has an indefinite carryforward period. We also had $19,535 Federal, $50,343 state and $13,213 foreign operating loss carryforwards, of which $70,084 will expire in 2015 through 2033, and $13,007 of which has an indefinite carryforward period. The net change in the valuation allowance was an increase of $2,009 in 2014 and an increase of $617 in 2013. The valuation allowance of $7,672 at October 31, 2014, related primarily to tax credits and loss carryforwards that may expire before being realized. We continue to assess the need for valuation allowances against deferred tax assets based on determinations of whether it is more likely than not that deferred tax benefits will be realized.

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Retirement, Pension and Other Postretirement Plans - Accumulated Benefit Obligation (Detail) (USD $) In Thousands, unless otherwise specified	Oct. 31, 2014	Oct. 31, 2013
Pension Plan, United States [Member]
For all plans:
Accumulated benefit obligation	$ 336,464	$ 291,310
For plans with benefit obligations in excess of plan assets:
Projected benefit obligation	345,479	299,716
Accumulated benefit obligation	336,464	291,310
Fair value of plan assets	277,912	243,506
Pension Plan, International [Member]
For all plans:
Accumulated benefit obligation	75,305	67,647
For plans with benefit obligations in excess of plan assets:
Projected benefit obligation	87,128	71,788
Accumulated benefit obligation	73,135	59,589
Fair value of plan assets	$ 37,415	$ 29,000

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Goodwill and Intangible Assets

12 Months Ended

Oct. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Note 5 — Goodwill and intangible assets

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

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

The goodwill impairment test is a two-step process. In the first step, performed in the fourth quarter of each year, we estimate a reporting unit’s fair value using a combination of the discounted cash flow method of the Income Approach and the guideline public company method of the Market Approach and compare the result against the reporting unit’s carrying value of net assets. If the carrying value of a reporting unit exceeds its fair value, then a second step is performed to determine if goodwill is impaired. In the second step, a hypothetical purchase price allocation of the reporting unit’s assets and liabilities is performed using the fair value calculated in step one. The difference between the fair value of the reporting unit and the hypothetical fair value of assets and liabilities is the implied goodwill amount. Impairment is recorded if the carrying value of the reporting unit’s goodwill is higher than its implied goodwill. Based upon results of step one in 2014, 2013 and 2012, the second step of the goodwill impairment test was not necessary.

We acquired Avalon on August 8, 2014 and Dima on August 29, 2014. Determination of the preliminary goodwill associated with these acquisitions was completed with the assistance of an independent valuation specialist in October 2014. Since the dates of the valuations, no events or changes in circumstances have occurred that would more likely than not reduce the fair value of these acquisitions below their carrying values.

Changes in the carrying amount of goodwill during 2014 by operating segment follow:

	Adhesive Dispensing Systems			Advanced Technology Systems			Industrial Coating Systems		Total
Balance at October 31, 2013	$	407,269		$	507,884		$	24,058	$	939,211
Acquisitions		—			124,391			—		124,391
Currency effect		(10,223	)		(842	)		—		(11,065	)
Balance at October 31, 2014	$	397,046		$	631,433		$	24,058	$	1,052,537

Accumulated impairment losses, which were recorded in 2009, were $232,789 at October 31, 2014 and October 31, 2013. Of these losses, $229,173 related to the Advanced Technology Systems segment and $3,616 related to the Industrial Coating Systems segment.

Information regarding intangible assets subject to amortization follows:

	October 31, 2014
	Carrying Amount		Accumulated Amortization		Net Book Value
Customer relationships	$	200,028	$	41,910	$	158,118
Patent/technology costs		93,799		27,030		66,769
Trade name		77,846		12,173		65,673
Noncompete agreements		8,220		7,600		620
Other		1,369		1,239		130
Total	$	381,262	$	89,952	$	291,310

	October 31, 2013
	Carrying Amount		Accumulated Amortization		Net Book Value
Customer relationships	$	171,489	$	28,872	$	142,617
Patent/technology costs		85,414		21,145		64,269
Trade name		67,865		7,856		60,009
Noncompete agreements		9,965		8,091		1,874
Other		1,400		1,096		304
Total	$	336,133	$	67,060	$	269,073

Amortization expense for 2014 and 2013 was $25,308 and $22,672, respectively.

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

Year	Amounts
2015	$	27,754
2016	$	27,075
2017	$	26,653
2018	$	26,366
2019	$	26,359

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Retirement, Pension and Other Postretirement Plans

12 Months Ended

Oct. 31, 2014

Compensation and Retirement Disclosure [Abstract]

Retirement, Pension and Other Postretirement Plans

Note 6 — Retirement, pension and other postretirement plans

Retirement plans — We have funded contributory retirement plans covering certain employees. Our contributions are primarily determined by the terms of the plans, subject to the limitation that they shall not exceed the amounts deductible for income tax purposes. We also sponsor unfunded contributory supplemental retirement plans for certain employees. Generally, benefits under these plans vest gradually over a period of approximately three years from date of employment, and are based on the employee’s contribution. The expense applicable to retirement plans for 2014, 2013 and 2012 was approximately $14,423, $12,955 and $10,827, respectively.

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

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

	United States						International
	2014			2013			2014			2013
Change in benefit obligation:
Benefit obligation at beginning of year	$	299,716		$	326,792		$	85,543		$	83,433
Service cost		8,071			8,896			2,597			2,098
Interest cost		13,921			12,314			3,185			2,872
Participant contributions		—			—			137			132
Plan amendments		186			1,667			(419	)		—
Foreign currency exchange rate change		—			—			(5,343	)		(279	)
Actuarial (gain) loss		34,610			(40,996	)		13,293			(54	)
Benefits paid		(11,025	)		(8,957	)		(2,162	)		(2,659	)
Benefit obligation at end of year	$	345,479		$	299,716		$	96,831		$	85,543
Change in plan assets:
Beginning fair value of plan assets	$	243,506		$	214,128		$	37,078		$	34,217
Actual return on plan assets		25,535			20,951			1,627			2,102
Company contributions		19,896			17,384			4,009			3,501
Participant contributions		—			—			137			132
Foreign currency exchange rate change		—			—			(1,071	)		(215	)
Benefits paid		(11,025	)		(8,957	)		(2,162	)		(2,659	)
Ending fair value of plan assets	$	277,912		$	243,506		$	39,618		$	37,078
Funded status at end of year	$	(67,567	)	$	(56,210	)	$	(57,213	)	$	(48,465	)
Amounts recognized in financial statements:
Noncurrent asset	$	—		$	—		$	17		$	22
Accrued benefit liability		(709	)		(938	)		(6	)		(5	)
Long-term pension and retirement obligations		(66,858	)		(55,272	)		(57,224	)		(48,482	)
Total amount recognized in financial statements	$	(67,567	)	$	(56,210	)	$	(57,213	)	$	(48,465	)

	United States					International
	2014			2013		2014			2013
Amounts recognized in accumulated other comprehensive (gain) loss:
Net actuarial loss	$	111,337		$	93,537	$	34,683		$	24,392
Prior service cost (credit)		(47	)		4		(995	)		(798	)
Accumulated other comprehensive loss	$	111,290		$	93,541	$	33,688		$	23,594
Amounts expected to be recognized during next fiscal year:
Amortization of net actuarial loss	$	8,694		$	8,260	$	2,459		$	1,531
Amortization of prior service cost (credit)		121			237		(97	)		(82	)
Total	$	8,815		$	8,497	$	2,362		$	1,449

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

	United States						International
	2014			2013			2014			2013
Balance at beginning of year	$	93,541		$	152,732		$	23,594		$	25,230
Net (gain) loss arising during the year		26,372			(46,707	)		13,438			(642	)
Prior service cost (credit) arising during the year		186			1,668			(419	)		—
Net gain (loss) recognized during the year		(7,940	)		(13,995	)		(1,233	)		(1,406	)
Prior service (cost) credit recognized during the year		(237	)		(157	)		101			81
Settlement loss		(632	)		—			—			—
Exchange rate effect during the year		—			—			(1,793	)		331
Balance at end of year	$	111,290		$	93,541		$	33,688		$	23,594

Information regarding the accumulated benefit obligation is as follows:

	United States				International
	2014		2013		2014		2013
For all plans:
Accumulated benefit obligation	$	336,464	$	291,310	$	75,305	$	67,647
For plans with benefit obligations in excess of plan assets:
Projected benefit obligation		345,479		299,716		87,128		71,788
Accumulated benefit obligation		336,464		291,310		73,135		59,589
Fair value of plan assets		277,912		243,506		37,415		29,000

Net pension benefit costs include the following components:

	United States									International
	2014			2013			2012			2014			2013			2012
Service cost	$	8,071		$	8,896		$	7,488		$	2,597		$	2,098		$	1,504
Interest cost		13,921			12,314			12,137			3,185			2,872			3,002
Expected return on plan assets		(17,297	)		(15,241	)		(14,901	)		(1,772	)		(1,512	)		(1,547	)
Amortization of prior service cost (credit)		237			157			342			(101	)		(81	)		(97	)
Amortization of net actuarial (gain) loss		7,940			13,995			11,672			1,233			1,406			564
Settlement loss		632			—			682			—			—			—
Total benefit cost	$	13,504		$	20,121		$	17,420		$	5,142		$	4,783		$	3,426

Net periodic pension cost for 2014 included a settlement loss of $632 due to a lump sum retirement payment. Net periodic pension cost for 2012 included a settlement loss of $682, due to a plan termination.

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

	United States									International
	2014			2013			2012			2014			2013			2012
Assumptions used to determine benefit obligations at October 31:
Discount rate		4.29	%		4.75	%		3.85	%		2.94	%		3.72	%		3.52	%
Rate of compensation increase		3.49			3.30			3.30			3.19			3.18			3.13
Assumptions used to determine net benefit costs for the years ended October 31:
Discount rate		4.75			3.85			4.46			3.72			3.52			4.43
Expected return on plan assets		7.24			7.24			7.75			4.60			4.43			4.85
Rate of compensation increase		3.30			3.30			3.20			3.18			3.13			3.16

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

The discount rate reflects the current rate at which pension liabilities could be effectively settled at the end of the year. The discount rate used considers a yield derived from matching projected pension payments with maturities of a portfolio of available bonds that receive the highest rating given from a recognized investments ratings agency. The decrease in the discount rate in 2014 and increase in 2013 are due to changes in yields for these types of investments as a result of the economic environment.

In determining the expected return on plan assets, we consider both historical performance and an estimate of future long-term rates of return on assets similar to those in our plans. We consult with and consider the opinions of financial and other professionals in developing appropriate return assumptions. The rate of compensation increase is based on managements’ estimates using historical experience and expected increases in rates.

The measurement of domestic pension plans’ projected benefit obligations included the effects of adopting the Society of Actuaries’ release of final RP2014 / MP2014 mortality tables. The adoption of these new tables resulted in an increase of $28,554 to our domestic pension plans’ projected benefit obligations.

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

	United States						International
	1% Point Increase			1% Point Decrease			1% Point Increase			1% Point Decrease
Discount rate:
Effect on total service and interest cost components in 2014	$	(4,527	)	$	5,514		$	(1,235	)	$	1,561
Effect on pension obligation as of October 31, 2014	$	(44,353	)	$	55,900		$	(15,756	)	$	19,996
Expected return on assets:
Effect on total service and interest cost components in 2014	$	(2,582	)	$	2,582		$	(375	)	$	375
Compensation increase:
Effect on total service and interest cost components in 2014	$	4,257		$	(2,490	)	$	934		$	(1,088	)
Effect on pension obligation as of October 31, 2014	$	21,915		$	(12,788	)	$	7,729		$	(6,999	)

The allocation of pension plan assets as of October 31, 2014 and 2013 is as follows:

	United States				International
	2014		2013		2014		2013
Asset Category
Equity securities		23  %		27  %		—  %		—  %
Debt securities		29		29		—		—
Insurance contracts		—		—		58		60
Pooled investment funds		47		43		42		39
Other		1		1		—		1
Total		100  %		100  %		100  %		100  %

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

Our United States plans comprise 88 percent of the worldwide pension assets. In general, the investment strategies focus on asset class diversification, liquidity to meet benefit payments and an appropriate balance of long-term investment return and risk. Target ranges for asset allocations are determined by dynamically matching the actuarial projections of the plans’ future liabilities and benefit payments with expected long-term rates of return on the assets, taking into account investment return volatility and correlations across asset classes. The current target in “return-seeking assets” is 45 percent and 55 percent in fixed income. Plan assets are diversified across several investment managers and are invested in liquid funds that are selected to track broad market indices. Investment risk is carefully controlled with plan assets rebalanced to target allocations on a periodic basis and continual monitoring of investment managers’ performance relative to the investment guidelines established with each investment manager.

Our international plans comprise 12 percent of the worldwide pension assets. Asset allocations are developed on a country-specific basis. Our investment strategy is to cover pension obligations with insurance contracts or to employ independent managers to invest the assets.

The fair values of our pension plan assets at October 31, 2014 by asset category are in the table below:

	United States								International
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Cash	$	1,617	$	1,617	$	—	$	—	$	8	$	8	$	—	$	—
Money market funds		2,820		2,820		—		—		—		—		—		—
Equity securities:
Basic materials		3,224		3,224		—		—		—		—		—		—
Consumer goods		5,114		5,114		—		—		—		—		—		—
Financial		8,036		8,036		—		—		—		—		—		—
Healthcare		4,372		4,372		—		—		—		—		—		—
Industrial goods		3,527		3,527		—		—		—		—		—		—
Technology		4,226		4,226		—		—		—		—		—		—
Utilities		1,084		1,084		—		—		—		—		—		—
Mutual funds		31,255		31,255		—		—		—		—		—		—
Fixed income securities:
U.S. Government		26,447		7,877		18,570		—		—		—		—		—
Corporate		50,720		—		50,720		—		—		—		—		—
Other		2,486		—		2,486		—		—		—		—		—
Other types of investments:
Insurance contracts		—		—		—		—		23,174		—		—		23,174
Real estate collective funds		16,495		—		—		16,495		—		—		—		—
Pooled investment funds		115,877		—		115,877		—		16,436		—		16,436		—
Other		612		612		—		—		—		—		—		—
	$	277,912	$	73,764	$	187,653	$	16,495	$	39,618	$	8	$	16,436	$	23,174

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

	United States								International
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Cash	$	2,811	$	2,811	$	—	$	—	$	321	$	321	$	—	$	—
Money market funds		2,783		2,783		—		—		—		—		—		—
Equity securities:
Basic materials		3,834		3,834		—		—		—		—		—		—
Consumer goods		4,958		4,958		—		—		—		—		—		—
Financial		7,825		7,825		—		—		—		—		—		—
Healthcare		4,109		4,109		—		—		—		—		—		—
Industrial goods		3,255		3,255		—		—		—		—		—		—
Technology		4,159		4,159		—		—		—		—		—		—
Utilities		988		988		—		—		—		—		—		—
Mutual funds		32,617		32,617		—		—		—		—		—		—
Fixed income securities:
U.S. Government		26,892		10,715		16,177		—		—		—		—		—
Corporate		43,367		—		43,367		—		—		—		—		—
Other		1,356		—		1,356		—		—		—		—		—
Other types of investments:
Insurance contracts		—		—		—		—		22,093		—		—		22,093
Real estate collective funds		14,958		—		—		14,958		—		—		—		—
Pooled investment funds		88,973		—		88,973		—		14,664		—		14,664		—
Other		621		621		—		—		—		—		—		—
	$	243,506	$	78,675	$	149,873	$	14,958	$	37,078	$	321	$	14,664	$	22,093

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

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

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

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

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

• Insurance contracts — Insurance contracts are investments with various insurance companies. The contract value represents the best estimate of fair value. These contracts do not hold any specific assets. These investments are classified as Level 3.

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

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

The following tables present an analysis of changes during the years ended October 31, 2014 and 2013 in Level 3 plan assets, by plan asset class, for U.S. and International pension plans using significant unobservable inputs to measure fair value:

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Real estate collective funds			Insurance contracts			Total
Beginning balance at October 31, 2013	$	14,958		$	22,093		$	37,051
Actual return on plan assets:
Assets held, end of year		1,667			771			2,438
Assets sold during the period		25			—			25
Purchases		—			2,816			2,816
Sales		(155	)		(1,529	)		(1,684	)
Foreign currency translation		—			(977	)		(977	)
Ending balance at October 31, 2014	$	16,495		$	23,174		$	39,669
	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Real estate collective funds			Insurance contracts			Total
Beginning balance at October 31, 2012	$	13,110		$	19,046		$	32,156
Actual return on plan assets:
Assets held, end of year		1,970			1,025			2,995
Assets sold during the period		13			—			13
Purchases		—			4,242			4,242
Sales		(135	)		(2,093	)		(2,228	)
Foreign currency translation		—			(127	)		(127	)
Ending balance at October 31, 2013	$	14,958		$	22,093		$	37,051

Contributions to pension plans in 2015 are estimated to be approximately $26,000.

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

Year	United States		International
2015	$	10,922	$	4,833
2016		11,637		2,300
2017		12,721		2,166
2018		13,661		2,984
2019		14,853		5,014
2020-2024		92,418		17,392

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

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

	United States						International
	2014			2013			2014			2013
Change in benefit obligation:
Benefit obligation at beginning of year	$	61,004		$	71,228		$	768		$	851
Service cost		1,037			1,145			28			35
Interest cost		3,062			2,598			38			38
Participant contributions		431			600			—			—
Foreign currency exchange rate change		—			—			(63	)		(34	)
Actuarial (gain) loss		6,015			(11,619	)		130			(118	)
Benefits paid		(2,070	)		(2,948	)		(4	)		(4	)
Benefit obligation at end of year	$	69,479		$	61,004		$	897		$	768
Change in plan assets:
Beginning fair value of plan assets	$	—		$	—		$	—		$	—
Company contributions		1,639			2,348			4			4
Participant contributions		431			600			—			—
Benefits paid		(2,070	)		(2,948	)		(4	)		(4	)
Ending fair value of plan assets	$	—		$	—		$	—		$	—
Funded status at end of year	$	(69,479	)	$	(61,004	)	$	(897	)	$	(768	)
Amounts recognized in financial statements:
Accrued benefit liability	$	(2,069	)	$	(1,974	)	$	(7	)	$	(4	)
Long-term postretirement obligations		(67,410	)		(59,030	)		(890	)		(764	)
Total amount recognized in financial statements	$	(69,479	)	$	(61,004	)	$	(897	)	$	(768	)

	United States						International
	2014			2013			2014			2013
Amounts recognized in accumulated other comprehensive (gain) loss:
Net actuarial (gain) loss	$	22,434		$	17,854		$	(86	)	$	(243	)
Prior service cost (credit)		(1,012	)		(1,461	)		—			—
Accumulated other comprehensive (gain) loss	$	21,422		$	16,393		$	(86	)	$	(243	)
Amounts expected to be recognized during next fiscal year:
Amortization of net actuarial (gain) loss	$	1,187		$	1,139		$	—		$	(14	)
Amortization of prior service cost (credit)		(438	)		(449	)		—			—
Total	$	749		$	690		$	—		$	(14	)

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

	United States						International
	2014			2013			2014			2013
Balance at beginning of year	$	16,393		$	29,651		$	(243	)	$	(138	)
Net (gain) loss arising during the year		6,015			(11,619	)		130			(117	)
Net gain (loss) recognized during the year		(1,435	)		(2,112	)		13			4
Prior service credit (cost) recognized during the year		449			473			—			—
Exchange rate effect during the year		—			—			14			8
Balance at end of year	$	21,422		$	16,393		$	(86	)	$	(243	)

Net postretirement benefit costs include the following components:

	United States									International
	2014			2013			2012			2014			2013			2012
Service cost	$	1,037		$	1,145		$	1,183		$	28		$	35		$	28
Interest cost		3,062			2,598			2,759			38			38			41
Amortization of prior service cost (credit)		(449	)		(473	)		(584	)		—			—			—
Amortization of net actuarial (gain) loss		1,435			2,112			1,789			(13	)		(4	)		(14	)
Total benefit cost	$	5,085		$	5,382		$	5,147		$	53		$	69		$	55

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

	United States									International
	2014			2013			2012			2014			2013			2012
Assumptions used to determine benefit obligations at October 31:
Discount rate		4.40	%		4.80	%		3.85	%		4.25	%		4.95	%		4.40	%
Health care cost trend rate		3.93			4.12			4.90			6.48			6.65			6.83
Rate to which health care cost trend rate is assumed to decline (ultimate trend rate)		3.41			3.47			3.60			3.50			3.50			3.50
Year the rate reaches the ultimate trend rate		2024			2021			2017			2031			2031			2031
Assumption used to determine net benefit costs for the years ended October 31:
Discount rate		4.80	%		3.85	%		4.50	%		4.95	%		4.40	%		5.85	%

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

The measurement of domestic other post employment benefit (OPEB) plan’s projected benefit obligation included the effect of adopting the Society of Actuaries’ release of final RP2014 / MP2014 mortality tables. The adoption of these new tables resulted in an increase of $4,878 to our domestic OPEB plan’s projected benefit obligation.

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

	United States						International
	1% Point Increase			1% Point Decrease			1% Point Increase			1% Point Decrease
Discount rate:
Effect on total service and interest cost components in 2014	$	(770	)	$	938		$	(7	)	$	6
Effect on postretirement obligation as of October 31, 2014	$	(9,992	)	$	12,790		$	(173	)	$	229
Health care trend rate:
Effect on total service and interest cost components in 2014	$	589		$	(479	)	$	14		$	(14	)
Effect on postretirement obligation as of October 31, 2014	$	11,302		$	(9,001	)	$	174		$	(208	)

Contributions to postretirement plans in 2015 are estimated to be approximately $2,100.

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

Year	United States		International
2015	$	2,069	$	7
2016		2,242		8
2017		2,420		9
2018		2,614		12
2019		2,743		13
2020-2024		16,609		107

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Notes Payable

12 Months Ended

Oct. 31, 2014

Debt Disclosure [Abstract]

Notes Payable

Note 8 — Notes payable

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

	2014			2013
Maximum borrowings under bank lines of credit:
Domestic banks	$	100,000		$	—
Foreign banks		48,619			83,191
Total	$	148,619		$	83,191
Outstanding notes payable:
Domestic bank debt	$	100,000		$	—
Foreign bank debt		6,181			3,604
Total	$	106,181		$	3,604
Weighted-average interest rate on notes payable		1.0	%		2.0	%
Unused bank lines of credit	$	42,438		$	79,587

In 2014, we entered into a 364-day, $100,000 unsecured credit facility with PNC Bank. We borrowed $100,000 under this facility to partially fund the Avalon acquisition.

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Retirement, Pension and Other Postretirement Plans - Allocation of Pension Plan Assets (Detail)	Oct. 31, 2014	Oct. 31, 2013
Pension Plan, United States [Member]
Allocation of pension plan assets
Defined Benefit Plan, Actual Plan Asset Allocations	100.00%	100.00%
Pension Plan, United States [Member] | Equity Securities [Member]
Allocation of pension plan assets
Defined Benefit Plan, Actual Plan Asset Allocations	23.00%	27.00%
Pension Plan, United States [Member] | Debt Securities [Member]
Allocation of pension plan assets
Defined Benefit Plan, Actual Plan Asset Allocations	29.00%	29.00%
Pension Plan, United States [Member] | Pooled Investment Funds [Member]
Allocation of pension plan assets
Defined Benefit Plan, Actual Plan Asset Allocations	47.00%	43.00%
Pension Plan, United States [Member] | Other [Member]
Allocation of pension plan assets
Defined Benefit Plan, Actual Plan Asset Allocations	1.00%	1.00%
Pension Plan, International [Member]
Allocation of pension plan assets
Defined Benefit Plan, Actual Plan Asset Allocations	100.00%	100.00%
Pension Plan, International [Member] | Insurance Contracts [Member]
Allocation of pension plan assets
Defined Benefit Plan, Actual Plan Asset Allocations	58.00%	60.00%
Pension Plan, International [Member] | Pooled Investment Funds [Member]
Allocation of pension plan assets
Defined Benefit Plan, Actual Plan Asset Allocations	42.00%	39.00%
Pension Plan, International [Member] | Other [Member]
Allocation of pension plan assets
Defined Benefit Plan, Actual Plan Asset Allocations		1.00%

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Financial Instruments - Outstanding Currency, Forward Exchange Contracts (Detail) (Foreign Currency Forward Contracts [Member], USD $) In Thousands, unless otherwise specified	Oct. 31, 2014	Oct. 31, 2013
Derivative [Line Items]
Notional Amounts of foreign currency derivative sale contracts	$ 587,456	$ 232,609
Fair Market Value of foreign currency derivative sale contracts	567,874	232,227
Notional Amounts of foreign currency derivative purchase contracts	669,021	254,160
Fair Market Value of foreign currency derivative purchase contracts	651,045	256,133
Euro [Member]
Derivative [Line Items]
Notional Amounts of foreign currency derivative sale contracts	424,624	194,531
Fair Market Value of foreign currency derivative sale contracts	407,422	194,187
Notional Amounts of foreign currency derivative purchase contracts	344,461	131,198
Fair Market Value of foreign currency derivative purchase contracts	330,957	131,825
Pound Sterling [Member]
Derivative [Line Items]
Notional Amounts of foreign currency derivative sale contracts	86,654	17,854
Fair Market Value of foreign currency derivative sale contracts	85,632	17,856
Notional Amounts of foreign currency derivative purchase contracts	141,638	29,441
Fair Market Value of foreign currency derivative purchase contracts	140,065	29,950
Japanese Yen [Member]
Derivative [Line Items]
Notional Amounts of foreign currency derivative sale contracts	21,057	11,426
Fair Market Value of foreign currency derivative sale contracts	19,780	11,404
Notional Amounts of foreign currency derivative purchase contracts	17,477	8,686
Fair Market Value of foreign currency derivative purchase contracts	16,498	8,672
Australian Dollar [Member]
Derivative [Line Items]
Notional Amounts of foreign currency derivative sale contracts	216	894
Fair Market Value of foreign currency derivative sale contracts	220	899
Notional Amounts of foreign currency derivative purchase contracts	9,012	8,653
Fair Market Value of foreign currency derivative purchase contracts	8,618	8,986
Hong Kong Dollar [Member]
Derivative [Line Items]
Notional Amounts of foreign currency derivative sale contracts	52,278	1,935
Fair Market Value of foreign currency derivative sale contracts	52,247	1,935
Notional Amounts of foreign currency derivative purchase contracts	117,040	42,140
Fair Market Value of foreign currency derivative purchase contracts	116,978	42,132
Singapore Dollar [Member]
Derivative [Line Items]
Notional Amounts of foreign currency derivative sale contracts		201
Fair Market Value of foreign currency derivative sale contracts		201
Notional Amounts of foreign currency derivative purchase contracts	10,984	9,815
Fair Market Value of foreign currency derivative purchase contracts	10,693	10,065
Others [Member]
Derivative [Line Items]
Notional Amounts of foreign currency derivative sale contracts	2,627	5,768
Fair Market Value of foreign currency derivative sale contracts	2,573	5,745
Notional Amounts of foreign currency derivative purchase contracts	28,409	24,227
Fair Market Value of foreign currency derivative purchase contracts	$ 27,236	$ 24,503

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Retirement, Pension and Other Postretirement Plans - Changes in Level 3 plan assets (Detail) (Level 3 [Member], Components of Net Periodic Pension Cost [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013
Defined Benefit Plan Disclosure [Line Items]
Beginning balance	$ 37,051	$ 32,156
Assets held, end of year	2,438	2,995
Assets sold during the period	25	13
Purchases	2,816	4,242
Sales	(1,684)	(2,228)
Foreign currency translation	(977)	(127)
Ending balance	39,669	37,051
Other Types of Investments Real Estate Collective Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Beginning balance	14,958	13,110
Assets held, end of year	1,667	1,970
Assets sold during the period	25	13
Sales	(155)	(135)
Ending balance	16,495	14,958
Other Types of Investments Insurance Contracts [Member]
Defined Benefit Plan Disclosure [Line Items]
Beginning balance	22,093	19,046
Assets held, end of year	771	1,025
Purchases	2,816	4,242
Sales	(1,529)	(2,093)
Foreign currency translation	(977)	(127)
Ending balance	$ 23,174	$ 22,093

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Operating Segments and Geographic Area Data - Summary of Reconciliation of Consolidated Assets (Detail) (USD $) In Thousands, unless otherwise specified	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Segment Reporting, Asset Reconciling Item [Line Items]
Total consolidated assets	$ 2,280,130	$ 2,053,179	$ 1,829,515
Operating Segments [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Total consolidated assets	2,292,415	2,053,784	1,836,024
Customer Advance Payments [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Total consolidated assets	25,578	28,341	20,894
Eliminations [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Total consolidated assets	$ (37,863)	$ (28,946)	$ (27,403)

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Retirement, Pension and Other Postretirement Plans - The Effect of a One Percent Change in the Discount Rate, Expected Return on Assets and Compensation Increase (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 31, 2014
Pension Plan, United States [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan effect of 1% point increase on discount rate to service and interest cost	$ (4,527)
Defined benefit plan effect of 1% point increase on discount rate to pension obligation	(44,353)
Defined benefit plan effect of 1% point increase on expected return on assets to service and interest cost	(2,582)
Defined benefit plan effect of 1% point increase on compensation rate to service and interest cost	4,257
Defined benefit plan effect of 1% point increase on compensation rate to pension obligation	21,915
Defined benefit plan effect of 1% point decrease on discount rate to service and interest cost	5,514
Defined benefit plan effect of 1% point decrease on discount rate to pension obligation	55,900
Defined benefit plan effect of 1% point decrease on expected return on assets to service and interest cost	2,582
Defined benefit plan effect of 1% point decrease on compensation rate to service and interest cost	(2,490)
Defined benefit plan effect of 1% point decrease on compensation rate to pension obligation	(12,788)
Pension Plan, International [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan effect of 1% point increase on discount rate to service and interest cost	(1,235)
Defined benefit plan effect of 1% point increase on discount rate to pension obligation	(15,756)
Defined benefit plan effect of 1% point increase on expected return on assets to service and interest cost	(375)
Defined benefit plan effect of 1% point increase on compensation rate to service and interest cost	934
Defined benefit plan effect of 1% point increase on compensation rate to pension obligation	7,729
Defined benefit plan effect of 1% point decrease on discount rate to service and interest cost	1,561
Defined benefit plan effect of 1% point decrease on discount rate to pension obligation	19,996
Defined benefit plan effect of 1% point decrease on expected return on assets to service and interest cost	375
Defined benefit plan effect of 1% point decrease on compensation rate to service and interest cost	(1,088)
Defined benefit plan effect of 1% point decrease on compensation rate to pension obligation	$ (6,999)

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Stock-Based Compensation - Summarized Information on Currently Outstanding Options (Parenthetical) (Detail) (USD $)	12 Months Ended
	Oct. 31, 2014
Price Range 14 to 28 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise price range, Lower range limit	$ 14
Exercise price range, Upper range limit	$ 28
Price Range 29 to 44 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise price range, Lower range limit	$ 29
Exercise price range, Upper range limit	$ 44
Price Range 45 to 73 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise price range, Lower range limit	$ 45
Exercise price range, Upper range limit	$ 73

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Notes Payable (Tables)

12 Months Ended

Oct. 31, 2014

Debt Disclosure [Abstract]

Bank Lines of Credit and Notes

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

	2014			2013
Maximum borrowings under bank lines of credit:
Domestic banks	$	100,000		$	—
Foreign banks		48,619			83,191
Total	$	148,619		$	83,191
Outstanding notes payable:
Domestic bank debt	$	100,000		$	—
Foreign bank debt		6,181			3,604
Total	$	106,181		$	3,604
Weighted-average interest rate on notes payable		1.0	%		2.0	%
Unused bank lines of credit	$	42,438		$	79,587

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Acquisitions - Business Acquisition Pro forma of Financial Information (Detail) (2012 Acquisitions [Member], USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Oct. 31, 2012
2012 Acquisitions [Member]
Business Acquisitions Pro Forma Information [Line Items]
Sales	$ 1,537,251
Net income	$ 234,092
Basic earnings per share	$ 3.63
Diluted earnings per share	$ 3.60

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Capital Shares

12 Months Ended

Oct. 31, 2014

Equity [Abstract]

Capital Shares

Note 13 — Capital shares

Preferred — We have authorized 10,000 Series A convertible preferred shares without par value. No preferred shares were outstanding in 2014, 2013 or 2012.

Common — We have 160,000 authorized common shares without par value. At October 31, 2014 and 2013, there were 98,023 common shares issued. At October 31, 2014 and 2013, the number of outstanding common shares, net of treasury shares, was 62,435 and 64,218, respectively.

Common shares repurchased as part of publicly announced programs during 2014, 2013 and 2012 were as follows:

Year	Number of Shares		Total Amount		Average per Share
2014		2,224	$	163,584	$	73.55
2013		459	$	30,443	$	66.29
2012		1,831	$	86,022	$	46.98

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Contingencies

12 Months Ended

Oct. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Contingencies

Note 18 — Contingencies

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

Environmental — We have voluntarily agreed with the City of New Richmond, Wisconsin and other Potentially Responsible Parties to share costs associated with the remediation of the City of New Richmond municipal landfill (the “Site”) and constructing a potable water delivery system serving the impacted area down gradient of the Site. At October 31, 2014, and 2013 our accrual for the ongoing operation, maintenance and monitoring obligation at the Site was $615 and $668, respectively. The liability for environmental remediation represents management’s best estimate of the probable and reasonably estimable undiscounted costs related to known remediation obligations. The accuracy of our estimate of environmental liability is affected by several uncertainties such as additional requirements that may be identified in connection with remedial activities, the complexity and evolution of environmental laws and regulations, and the identification of presently unknown remediation requirements. Consequently, our liability could be different than our current estimate. However, we do not expect that the costs associated with remediation will have a material adverse effect on our financial condition or results of operations.

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Stock-Based Compensation - Summarized Activity Related to Restricted Stock Units (Detail) (Restricted Stock Unit [Member], USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Oct. 31, 2014
Restricted Stock Unit [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Restricted Share Units, Beginning balance	12
Number of Restricted Share Units, Granted	12
Number of Restricted Share Units, Vested	(19)
Number of Restricted Share Units, Ending balance	5
Weighted-Average Grant Date Fair Value, Restricted Share Units, Beginning balance	$ 51.79
Weighted-Average Grant Date Fair Value, Granted	$ 71.82
Weighted-Average Grant Date Fair Value, Vested	$ 62.07
Weighted-Average Grant Date Fair Value, Restricted Share Units, Ending balance	$ 61.59

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Significant Accounting Policies - Reconciliation of Product Warranty Liability (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013
Accounting Policies [Abstract]
Balance at beginning of year	$ 9,409	$ 8,929
Accruals for warranties	10,813	7,891
Warranty assumed from acquisitions		947
Warranty payments	(10,012)	(8,356)
Currency adjustments	(292)	(2)
Balance at end of year	$ 9,918	$ 9,409

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Quarterly Financial Data (Unaudited) - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended				12 Months Ended
	Oct. 31, 2014	Apr. 30, 2014	Jul. 31, 2013	Jan. 31, 2013	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Quarterly Financial Information Disclosure [Abstract]
Pre-tax severance and restructuring costs	$ 1,273	$ 1,278
Pre-tax gain on property insurance settlement.	1,005
Gain on sale of real estate, before tax			2,116
Unrecognized tax benefits				900	310	1,070	480
Income tax provision including discrete tax benefit				$ 1,700		$ 1,700

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Operating Segments and Geographic Area Data (Tables)

12 Months Ended

Oct. 31, 2014

Segment Reporting [Abstract]

Reportable Segments

The following table presents information about our reportable segments:

	Adhesive Dispensing Systems			Advanced Technology Systems			Industrial Coating Systems			Corporate			Total
Year ended October 31, 2014
Net external sales	$	899,696		$	561,784		$	242,541		$	—		$	1,704,021
Depreciation		15,467			10,433			3,368			5,178			34,446
Operating profit (loss)		229,556	(a)		140,240	(b)		38,117	(e)		(40,808	)		367,105
Identifiable assets(c)		747,063			919,052			130,624			495,676	(d)		2,292,415
Expenditures for long-lived assets		15,886			15,163			4,057			8,468			43,574
Year ended October 31, 2013
Net external sales	$	793,488		$	516,266		$	233,167		$	—		$	1,542,921
Depreciation		15,326			9,180			3,084			4,176			31,766
Operating profit (loss)		203,757	(a)		123,403	(b)		33,786			(37,097	)		323,849
Identifiable assets(c)		750,616			721,524			113,835			467,809	(d)		2,053,784
Expenditures for long-lived assets		20,498			10,080			6,239			10,402			47,219
Year ended October 31, 2012
Net external sales	$	684,096		$	515,992		$	209,490		$	—		$	1,409,578
Depreciation		9,540			8,711			2,704			3,514			24,469
Operating profit (loss)		211,072	(a)		134,074			25,933	(e)		(35,599	)		335,480
Identifiable assets(c)		611,357			718,354			110,982			395,331	(d)		1,836,024
Expenditures for long-lived assets		14,612			6,871			4,602			4,874			30,959

(a) Includes $1,731 and $315 of severance and restructuring costs in 2014 and 2013, respectively. Includes $3,862 of cost of goods sold — restructuring and severance and restructuring costs in 2012.

(b) Includes $579 and $811 of severance and restructuring costs 2014 and 2013, respectively.

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

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

(e) Includes $241 and $690 of severance and restructuring costs in 2014 and 2012, respectively.

Sales and Long-lived Asset Information by Geographic Regions

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

	2014		2013		2012
Net external sales
United States	$	503,776	$	465,789	$	388,904
Americas		120,993		123,654		109,074
Europe		494,538		416,725		381,005
Japan		127,057		127,945		127,509
Asia Pacific		457,657		408,808		403,086
Total net external sales	$	1,704,021	$	1,542,921	$	1,409,578
Long-lived assets
United States	$	159,946	$	136,551	$	127,486
Americas		2,451		4,154		3,180
Europe		21,039		22,576		14,896
Japan		5,967		4,384		3,431
Asia Pacific		35,036		33,314		25,938
Total long-lived assets	$	224,439	$	200,979	$	174,931

Reconciliation of Segment Operating Income to Consolidated Income Before Income Taxes

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

	2014			2013			2012
Total profit for reportable segments	$	367,105		$	323,849		$	335,480
Interest expense		(15,035	)		(14,841	)		(11,153	)
Interest and investment income		581			421			463
Other-net		(138	)		1,694			1,463
Income before income taxes	$	352,513		$	311,123		$	326,253

Summary of Reconciliation of Consolidated Assets

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

	2014			2013			2012
Total assets for reportable segments	$	2,292,415		$	2,053,784		$	1,836,024
Customer advance payments		25,578			28,341			20,894
Eliminations		(37,863	)		(28,946	)		(27,403	)
Total consolidated assets	$	2,280,130		$	2,053,179		$	1,829,515

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Schedule II - Valuation and Qualifying Accounts and Reserves (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Allowance for Doubtful Accounts [Member]
Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at Beginning of Year	$ 4,265	$ 3,776	$ 3,311
Assumed from Acquisitions	121	256	648
Charged to Expense	867	889	710
Deductions	551	698	801
Currency Effects	(215)	42	(92)
Balance at End of Year	4,487	4,265	3,776
Inventory Obsolescence and Other Reserves [Member]
Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at Beginning of Year	26,579	20,505	16,050
Assumed from Acquisitions	1,045	3,969	2,071
Charged to Expense	6,706	5,075	6,033
Deductions	6,361	2,961	3,237
Currency Effects	(1,225)	(9)	(412)
Balance at End of Year	$ 26,744	$ 26,579	$ 20,505

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Consolidated Balance Sheets (Parenthetical) (USD $)	Oct. 31, 2014	Oct. 31, 2013
Statement of Financial Position [Abstract]
Preferred shares, par value
Preferred shares, authorized	10,000,000	10,000,000
Preferred shares, issued	0	0
Common shares, par value
Common shares, authorized	160,000,000	160,000,000
Common shares, issued	98,023,000	98,023,000

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Capital Shares - Capital Shares (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Equity [Abstract]
Number of Shares	2,224	459	1,831
Total Amount	$ 163,584	$ 30,443	$ 86,022
Average per Share	$ 73.55	$ 66.29	$ 46.98

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Recently Issued Accounting Standards

12 Months Ended

Oct. 31, 2014

Accounting Changes and Error Corrections [Abstract]

Recently Issued Accounting Standards

Note 2 — Recently issued accounting standards

In July 2013, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update (ASU) which requires the netting of unrecognized tax benefits against a deferred tax asset for a loss or other carry forward that would apply in settlement of uncertain tax positions. Under the new standard, unrecognized tax benefits will be netted against all available same-jurisdiction loss or other tax carry forwards that would be utilized, rather than only against carry forwards that are created by the unrecognized tax benefits. The new guidance is effective prospectively to all existing unrecognized tax benefits, but entities can choose to apply it retrospectively. The guidance will be effective for us in our first quarter of 2015, with early adoption permitted. We do not believe the adoption of this ASU will have a material effect on our consolidated financial statements.

In May 2014, the FASB issued a new standard regarding revenue recognition. Under this standard, a company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard implements a five-step process for customer contract revenue recognition that focuses on transfer of control. It will be effective for us beginning in 2018, with early adoption not permitted. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. We are currently assessing the impact this standard will have on our consolidated financial statements as well as the method by which we will adopt the new standard.

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Retirement, Pension and Other Postretirement Plans - Reconciliation of the Benefit Obligations, Plan Assets, Accrued Benefit Cost and the Amount Recognized in Financial Statements for Pension Plans (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Postretirement Benefit Plans, United States [Member]
Change in benefit obligation:
Benefit obligation at beginning of year	$ 61,004	$ 71,228
Service cost	1,037	1,145	1,183
Interest cost	3,062	2,598	2,759
Participant contributions	431	600
Actuarial (gain) loss	6,015	(11,619)
Benefits paid	(2,070)	(2,948)
Benefit obligation at end of year	69,479	61,004	71,228
Change in plan assets:
Beginning balance	0	0
Company contributions	1,639	2,348
Participant contributions	431	600
Benefits paid	(2,070)	(2,948)
Ending balance	0	0	0
Funded status at end of year	(69,479)	(61,004)
Amounts recognized in financial statements:
Accrued benefit liability	(2,069)	(1,974)
Long-term pension and retirement obligations	(67,410)	(59,030)
Total amount recognized in financial statements	(69,479)	(61,004)
Amounts recognized in accumulated other comprehensive (gain) loss:
Net actuarial (gain) loss	22,434	17,854
Prior service cost (credit)	(1,012)	(1,461)
Accumulated other comprehensive (gain) loss	21,422	16,393	29,651
Amounts expected to be recognized during next fiscal year:
Amortization of net actuarial (gain) loss	1,187	1,139
Amortization of prior service cost (credit)	(438)	(449)
Total	749	690
Postretirement Benefit Plans, International [Member]
Change in benefit obligation:
Benefit obligation at beginning of year	768	851
Service cost	28	35	28
Interest cost	38	38	41
Foreign currency exchange rate change	(63)	(34)
Actuarial (gain) loss	130	(118)
Benefits paid	(4)	(4)
Benefit obligation at end of year	897	768	851
Change in plan assets:
Beginning balance	0	0
Company contributions	4	4
Benefits paid	(4)	(4)
Ending balance	0	0	0
Funded status at end of year	(897)	(768)
Amounts recognized in financial statements:
Accrued benefit liability	(7)	(4)
Long-term pension and retirement obligations	(890)	(764)
Total amount recognized in financial statements	(897)	(768)
Amounts recognized in accumulated other comprehensive (gain) loss:
Net actuarial (gain) loss	(86)	(243)
Accumulated other comprehensive (gain) loss	(86)	(243)	(138)
Amounts expected to be recognized during next fiscal year:
Amortization of net actuarial (gain) loss		(14)
Total		(14)
Pension Plan, United States [Member]
Change in benefit obligation:
Benefit obligation at beginning of year	299,716	326,792
Service cost	8,071	8,896	7,488
Interest cost	13,921	12,314	12,137
Plan amendments	186	1,667
Actuarial (gain) loss	34,610	(40,996)
Benefits paid	(11,025)	(8,957)
Benefit obligation at end of year	345,479	299,716	326,792
Change in plan assets:
Beginning balance	243,506	214,128
Actual return on plan assets	25,535	20,951
Company contributions	19,896	17,384
Benefits paid	(11,025)	(8,957)
Ending balance	277,912	243,506	214,128
Funded status at end of year	(67,567)	(56,210)
Amounts recognized in financial statements:
Accrued benefit liability	(709)	(938)
Long-term pension and retirement obligations	(66,858)	(55,272)
Total amount recognized in financial statements	(67,567)	(56,210)
Amounts recognized in accumulated other comprehensive (gain) loss:
Net actuarial (gain) loss	111,337	93,537
Prior service cost (credit)	(47)	4
Accumulated other comprehensive (gain) loss	111,290	93,541	152,732
Amounts expected to be recognized during next fiscal year:
Amortization of net actuarial (gain) loss	8,694	8,260
Amortization of prior service cost (credit)	121	237
Total	8,815	8,497
Pension Plan, International [Member]
Change in benefit obligation:
Benefit obligation at beginning of year	85,543	83,433
Service cost	2,597	2,098	1,504
Interest cost	3,185	2,872	3,002
Participant contributions	137	132
Plan amendments	(419)
Foreign currency exchange rate change	(5,343)	(279)
Actuarial (gain) loss	13,293	(54)
Benefits paid	(2,162)	(2,659)
Benefit obligation at end of year	96,831	85,543	83,433
Change in plan assets:
Beginning balance	37,078	34,217
Actual return on plan assets	1,627	2,102
Company contributions	4,009	3,501
Participant contributions	137	132
Foreign currency exchange rate change	(1,071)	(215)
Benefits paid	(2,162)	(2,659)
Ending balance	39,618	37,078	34,217
Funded status at end of year	(57,213)	(48,465)
Amounts recognized in financial statements:
Noncurrent asset	17	22
Accrued benefit liability	(6)	(5)
Long-term pension and retirement obligations	(57,224)	(48,482)
Total amount recognized in financial statements	(57,213)	(48,465)
Amounts recognized in accumulated other comprehensive (gain) loss:
Net actuarial (gain) loss	34,683	24,392
Prior service cost (credit)	(995)	(798)
Accumulated other comprehensive (gain) loss	33,688	23,594	25,230
Amounts expected to be recognized during next fiscal year:
Amortization of net actuarial (gain) loss	2,459	1,531
Amortization of prior service cost (credit)	(97)	(82)
Total	$ 2,362	$ 1,449

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Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (Recurring [Member], USD $) In Thousands, unless otherwise specified	Oct. 31, 2014
Assets:
Foreign currency forward contracts	$ 9,934
Total assets at fair value	9,934
Liabilities:
Deferred compensation plans	8,884
Foreign currency forward contracts	8,424
Total liabilities at fair value	17,308
Level 1 [Member]
Liabilities:
Deferred compensation plans	8,884
Total liabilities at fair value	8,884
Level 2 [Member]
Assets:
Foreign currency forward contracts	9,934
Total assets at fair value	9,934
Liabilities:
Foreign currency forward contracts	8,424
Total liabilities at fair value	$ 8,424

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Contingencies - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	Oct. 31, 2014	Oct. 31, 2013
Environmental Remediation Obligations [Abstract]
Accrual for the ongoing operation, maintenance and monitoring obligation at the site	$ 615	$ 668

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Retirement, Pension and Other Postretirement Plans - Defined Benefit Plan Effect of One Percentage Point Change in Assumed Health Care Cost Trend Rates and Discount Rate (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 31, 2014
Postretirement Benefit Plans, United States [Member]
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Effect on total service and interest cost components increase in 2014	$ (770)
Effect on postretirement obligation increase as of October 31, 2014	(9,992)
Effect on total service and interest cost components increase in 2014	589
Effect on postretirement obligation increase as of October 31, 2014	11,302
Effect on total service and interest cost components decrease in 2014	938
Effect on postretirement obligation decrease as of October 31, 2014	12,790
Effect on total service and interest cost components decrease in 2014	(479)
Effect on postretirement obligation decrease as of October 31, 2014	(9,001)
Postretirement Benefit Plans, International [Member]
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Effect on total service and interest cost components increase in 2014	(7)
Effect on postretirement obligation increase as of October 31, 2014	(173)
Effect on total service and interest cost components increase in 2014	14
Effect on postretirement obligation increase as of October 31, 2014	174
Effect on total service and interest cost components decrease in 2014	6
Effect on postretirement obligation decrease as of October 31, 2014	229
Effect on total service and interest cost components decrease in 2014	(14)
Effect on postretirement obligation decrease as of October 31, 2014	$ (208)

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Significant Accounting Policies (Policies)

12 Months Ended

Oct. 31, 2014

Accounting Policies [Abstract]

Consolidation

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

Use of Estimates

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

Presentation

Presentation — Certain amounts for 2013 were reclassified to correct immaterial misclassifications of deferred tax assets and deferred tax liabilities. Specifically, non-current deferred tax liabilities increased $9,564, current deferred tax liabilities increased $1,326, non-current deferred tax assets increased $9,394 and current deferred tax assets increased $1,496.

Fiscal Year

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

Revenue Recognition

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

A relative selling price hierarchy exists for determining the selling price of deliverables in multiple deliverable arrangements. Vendor specific objective evidence (VSOE) is used, if available. Third-party evidence (TPE) is used if VSOE is not available, and best estimated selling price (BESP) is used if neither VSOE nor TPE is available. Our multiple deliverable arrangements include installation, installation supervision, training, and spare parts, which tend to be completed in a short period of time, at an insignificant cost, and utilizing skills not unique to us, therefore, are typically regarded as inconsequential or perfunctory. Revenue for undelivered items is deferred and included within accrued liabilities in the accompanying balance sheet. Revenues deferred in 2014, 2013 and 2012 were not material.

Shipping and Handling Costs

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

Advertising Costs

Advertising costs — Advertising costs are expensed as incurred and were $10,823, $12,480 and $10,935 in 2014, 2013 and 2012, respectively.

Research and Development

Research and development — Research and development costs are expensed as incurred and were $47,536, $47,973 and $36,535 in 2014, 2013 and 2012, respectively.

Earnings Per Share

Earnings per share — Basic earnings per share are computed based on the weighted-average number of common shares outstanding during each year, while diluted earnings per share are based on the weighted-average number of common shares and common share equivalents outstanding. Common share equivalents consist of shares issuable upon exercise of stock options computed using the treasury stock method, as well as restricted stock and deferred stock-based compensation. Options whose exercise price is higher than the average market price are excluded from the calculation of diluted earnings per share because the effect would be anti-dilutive. Options for 69 common shares were excluded from the diluted earnings per share calculation in 2014 because their effect would have been anti-dilutive. No options for common shares were excluded from the 2013 diluted earnings per share calculation, and options for 75 common shares were excluded from the diluted earnings per share calculation in 2012. Under the 2012 Stock Incentive and Award Plan, executive officers and selected other key employees receive common share awards based on corporate performance measures over three-year performance periods. Awards for which performance measures have not been met were excluded from the calculation of diluted earnings per share.

Cash and Cash Equivalents

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

Allowance for Doubtful Accounts

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

Inventories

Inventories — Inventories are valued at the lower of cost or market. Cost was determined using the last-in, first-out (LIFO) method for 21 percent of consolidated inventories at October 31, 2014, and October 31, 2013. The first-in, first-out (FIFO) method is used for all other inventories. Consolidated inventories would have been $7,496 and $6,797 higher than reported at October 31, 2014 and October 31, 2013, respectively, had the FIFO method, which approximates current cost, been used for valuation of all inventories.

Property, Plant and Equipment and Depreciation

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

Land improvements	15-25 years
Buildings	20-40 years
Machinery and equipment	3-18 years
Enterprise management systems	5-13 years

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

Internal use software costs are expensed or capitalized depending on whether they are incurred in the preliminary project stage, application development stage or the post-implementation stage. Amounts capitalized are amortized over the estimated useful lives of the software beginning with the project’s completion. All reengineering costs are expensed as incurred. Interest costs on significant capital projects are capitalized. No interest was capitalized in 2014, 2013 or 2012.

Goodwill and Intangible Assets

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

Foreign Currency Translation

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

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss — Accumulated other comprehensive loss at October 31, 2014 and 2013 consisted of:

	Cumulative			Pension and			Accumulated
	translation			postretirement benefit			other comprehensive
	adjustments			plan adjustments			loss
Balance at October 31, 2013	$	26,699		$	(84,079	)	$	(57,380	)
Pension and postretirement plan changes, net of tax of $(11,348)		—			(21,847	)		(21,847	)
Current period charge		(23,972	)		—			(23,972	)
Balance at October 31, 2014	$	2,727		$	(105,926	)	$	(103,199	)

Warranties

Warranties — We offer warranties to our customers depending on the specific product and terms of the customer purchase agreement. A typical warranty program requires that we repair or replace defective products within a specified time period (generally one year) measured from the date of delivery or first use. We record an estimate for future warranty-related costs based on actual historical return rates. Based on analysis of return rates and other factors, the adequacy of our warranty provisions are adjusted as necessary. The liability for warranty costs is included in accrued liabilities in the Consolidated Balance Sheet.

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Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Detail) (USD $) In Thousands, unless otherwise specified	Oct. 31, 2014	Oct. 31, 2013
Deferred tax assets:
Employee benefits	$ 79,669	$ 66,148
Other accruals not currently deductible for taxes	17,379	16,984
Tax credit and loss carryforwards	16,531	13,077
Inventory adjustments	5,276	4,998
Translation of foreign currency accounts	154	384
Total deferred tax assets	119,009	101,591
Valuation allowance	(7,672)	(5,663)
Total deferred tax assets	111,337	95,928
Deferred tax liabilities:
Depreciation and amortization	163,107	146,500
Other - net		51
Total deferred tax liabilities	163,107	146,551
Net deferred tax liabilities	$ (51,770)	$ (50,623)

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Financial Instruments (Tables)

12 Months Ended

Oct. 31, 2014

Investments, All Other Investments [Abstract]

Outstanding Currency, Forward Exchange Contracts

The following table summarizes, by currency, the contracts outstanding at October 31, 2014 and 2013:

	Sell				Buy
	Notional Amounts		Fair Market Value		Notional Amounts		Fair Market Value
October 31, 2014 contract amounts:
Euro	$	424,624	$	407,422	$	344,461	$	330,957
Pound sterling		86,654		85,632		141,638		140,065
Japanese yen		21,057		19,780		17,477		16,498
Australian dollar		216		220		9,012		8,618
Hong Kong dollar		52,278		52,247		117,040		116,978
Singapore dollar		—		—		10,984		10,693
Others		2,627		2,573		28,409		27,236
Total	$	587,456	$	567,874	$	669,021	$	651,045
October 31, 2013 contract amounts:
Euro	$	194,531	$	194,187	$	131,198	$	131,825
Pound sterling		17,854		17,856		29,441		29,950
Japanese yen		11,426		11,404		8,686		8,672
Australian dollar		894		899		8,653		8,986
Hong Kong dollar		1,935		1,935		42,140		42,132
Singapore dollar		201		201		9,815		10,065
Others		5,768		5,745		24,227		24,503
Total	$	232,609	$	232,227	$	254,160	$	256,133

Carrying Amounts and Fair Values of Financial Instruments, Other than Receivables and Accounts Payable

The carrying values of receivables and accounts payable approximate fair value due to the short-term nature of these instruments.

	2014				2013
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash and cash equivalents	$	42,314	$	42,314	$	42,375	$	42,375
Notes payable		106,181		106,181		3,604		3,604
Long-term debt (including current portion)		693,619		696,140		648,990		636,904
Foreign currency forward contracts (net)		1,510		1,510		2,313		2,313

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Financial Instruments

12 Months Ended

Oct. 31, 2014

Investments, All Other Investments [Abstract]

Financial Instruments

Note 12 — Financial instruments

We operate internationally and enter into intercompany transactions denominated in foreign currencies. Consequently, we are subject to market risk arising from exchange rate movements between the dates foreign currency transactions occur and the dates they are settled. We regularly use foreign currency forward contracts to reduce our risks related to most of these transactions. These contracts usually have maturities of 90 days or less and generally require us to exchange foreign currencies for U.S. dollars at maturity, at rates stated in the contracts. These contracts are not designated as hedging instruments under U.S. GAAP. Accordingly, the changes in the fair value of the foreign currency forward contracts are recognized in each accounting period in “other – net” on the Consolidated Statement of Income together with the transaction gain or loss from the related balance sheet position. In 2014, we recognized net losses of $826 on foreign currency forward contracts and net gains of $348 from the change in fair value of balance sheet positions. In 2013, we recognized net gains of $1,437 on foreign currency forward contracts and net losses of $3,651 from the change in fair value of balance sheet positions. In 2012, we recognized net gains of $294 on foreign currency forward contracts and net losses of $1,310 from the change in fair value of balance sheet positions.

The following table summarizes, by currency, the contracts outstanding at October 31, 2014 and 2013:

	Sell				Buy
	Notional Amounts		Fair Market Value		Notional Amounts		Fair Market Value
October 31, 2014 contract amounts:
Euro	$	424,624	$	407,422	$	344,461	$	330,957
Pound sterling		86,654		85,632		141,638		140,065
Japanese yen		21,057		19,780		17,477		16,498
Australian dollar		216		220		9,012		8,618
Hong Kong dollar		52,278		52,247		117,040		116,978
Singapore dollar		—		—		10,984		10,693
Others		2,627		2,573		28,409		27,236
Total	$	587,456	$	567,874	$	669,021	$	651,045
October 31, 2013 contract amounts:
Euro	$	194,531	$	194,187	$	131,198	$	131,825
Pound sterling		17,854		17,856		29,441		29,950
Japanese yen		11,426		11,404		8,686		8,672
Australian dollar		894		899		8,653		8,986
Hong Kong dollar		1,935		1,935		42,140		42,132
Singapore dollar		201		201		9,815		10,065
Others		5,768		5,745		24,227		24,503
Total	$	232,609	$	232,227	$	254,160	$	256,133

We also use intercompany foreign currency transactions of a long-term investment nature to hedge the value of investment in wholly-owned subsidiaries. For hedges of the net investment in foreign operations, realized and unrealized gains and losses are shown in the cumulative translation adjustment account included in total comprehensive income. For 2014 and 2013, net gains of $318 and $699, respectively, were included in the cumulative translation adjustment account related to foreign denominated fixed-rate debt designated as a hedge of net investment in foreign operations.

We are exposed to credit-related losses in the event of nonperformance by counterparties to financial instruments. These financial instruments include cash deposits and foreign currency forward contracts. We periodically monitor the credit ratings of these counterparties in order to minimize our exposure. Our customers represent a wide variety of industries and geographic regions. As of October 31, 2014, there were no significant concentrations of credit risk.

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

	2014				2013
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash and cash equivalents	$	42,314	$	42,314	$	42,375	$	42,375
Notes payable		106,181		106,181		3,604		3,604
Long-term debt (including current portion)		693,619		696,140		648,990		636,904
Foreign currency forward contracts (net)		1,510		1,510		2,313		2,313

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

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

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

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

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Operating Segments and Geographic Area Data - Reconciliation of Segment Operating Income to Consolidated Income Before Income Taxes (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Segment Reporting [Abstract]
Total profit for reportable segments	$ 367,105	$ 323,849	$ 335,480
Interest expense	(15,035)	(14,841)	(11,153)
Interest and investment income	581	421	463
Other-net	(138)	1,694	1,463
Income before income taxes	$ 352,513	$ 311,123	$ 326,253