Nordson said the Compensation Committee adopted the Nordson Corporation Executive Severance Policy on October 23, 2025, effective November 1, 2025, to provide severance protections for certain executive officers in the event of a qualifying termination of employment that occurs outside of the two-year period following a change in control of the Company.

1. 01

   Nordson said the Compensation Committee adopted the Nordson Corporation Executive Severance Policy on October 23, 2025, effective November 1, 2025, to provide severance protections for certain executive officers in the event of a qualifying termination of employment that occurs outside of the two-year period following a change in control of the Company.

2. 02

   The company said all Nordson executive officers based in the United States will be eligible to participate in the Policy, except for any executive officer who is a party to an employment agreement or other written agreement with the Company that otherwise provides for severance pay in connection with termination of employment outside of a change in control protection period. It cited President and Chief Executive Officer Sundaram Nagarajan as an example of an excluded executive, and said the Policy does not affect any rights a participating executive may have under a separate Change-in-Control Retention Agreement with Nordson to receive severance benefits in connection with a termination of employment that occurs during a change in control protection period.

3. 03

   Upon a Qualifying Termination, Nordson said a participating executive will receive a lump-sum cash payment equal to annual base salary, a pro-rated annual incentive bonus based on actual full-year performance, employer-paid medical, dental and vision coverage for up to 12 months, outplacement services for up to 12 months capped at $10,000, and treatment of outstanding equity awards in accordance with applicable equity plan and award agreements.

4. 04

   The company said the Policy defines a qualifying termination as a termination by the Company without cause or by the executive for good reason. It said severance benefits are conditioned upon the executive providing Nordson with a release of claims and complying with customary restrictive covenants, including confidentiality, non-disparagement and cooperation covenants, and, where enforceable by law, 1-year non-competition and non-solicitation restrictions, and are subject to forfeiture or repayment to the extent required by Nordson's Clawback Policy.

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