Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 8, 2021, Nordson Corporation (the "Company") entered into a
Separation Agreement and Release, dated as of January 8, 2021, with Mr. John J.
Keane, the Company's Executive Vice President and one of its named executive
officers (the "Separation Agreement"). Under the Separation Agreement, Mr. Keane
has agreed to cease serving as an Executive Vice President of the Company as of
February 1, 2021, and to retire from employment with the Company on that same
date ("Keane Retirement").
Under the terms of the Separation Agreement, Mr. Keane will receive certain
payments and benefits, subject to Mr. Keane timely signing and returning to the
Company an effective general release of claims in favor of the Company. These
payments and benefits will consist of, subject to applicable withholding taxes:
(1) a pro-rata annual cash incentive for fiscal year 2021 based on actual
performance for only corporate metrics for fiscal year 2021; (2) a cash
severance payment of $532,000 (equivalent to a base salary of $495,000 for 2021
plus the value of one year of COBRA coverage; (3) use of executive-level
outplacement services for up to six months; (4) up to $10,000 in financial
planning services; and (5) normal retirement treatment (rather than early
retirement treatment) for his outstanding stock options, restricted shares and
performance shares (stock options and restricted shares granted to Mr. Keane
within 12 months of the Keane Retirement will not be forfeited, but instead will
be subject to such normal retirement treatment). Normal retirement treatment for
these purposes will generally consist of continued vesting and/or full-term
exercisability for Mr. Keane's stock options, accelerated vesting in full
(rather than pro-rata) of his restricted shares, and pro-rata payout for his
performance shares (based on actual performance after the full performance
period). In addition, under the Separation Agreement, Mr. Keane will be subject
to customary one-year post-employment non-competition obligations with respect
to certain entities, as well as customary one-year non-solicitation obligations
and indefinite confidentiality and non-disparagement obligations.
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