Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
This Amendment No. 1 to the Current Report on Form 8-K amends Item 5.02 of the
Current Report on Form 8-K filed on January 20, 2022 (the "Original Form 8-K").
The Original Form 8-K reported that, on January 14, 2022, Nordson Corporation
(the "Company") and Gregory P. Merk, the Company's Executive Vice President and
a named executive officer, agreed that Mr. Merk [would] leave the Company on
January 31, 2022. Upon Mr. Merk's departure, Sundaram Nagarajan, the Company's
President and Chief Executive Officer, [would] assume direct leadership and
responsibility for the Industrial Precision Solutions business segment.
Subsequently, on January 27, 2022, the Company and Mr. Merk entered into a
Separation Agreement and Release (the "Agreement"). Under the Agreement, and
conditioned upon his execution of a release of claims for the benefit of the
Company, Mr. Merk will be entitled to the following payments and benefits,
subject to applicable withholding taxes, in exchange for his agreeing to
customary post-employment non-competition and non-solicitation obligations, each
for one year, and indefinite confidentiality and non-disparagement obligations:
a pro-rata annual cash incentive for fiscal year 2022; a cash payment of
approximately $532,480 (equivalent to base salary of $491,000 for 2022 plus the
value of one year of COBRA coverage); outstanding stock options that were
granted at least twelve months prior to January 31, 2022 will continue to vest
on the scheduled vesting dates and will remain exercisable until the earlier of
January 31, 2027 or the tenth anniversary of the grant date of the applicable
stock option award; outstanding restricted shares/units that were granted at
least twelve months prior to January 31, 2022, other than the special, one-time
continuation award of restricted share units that was granted on November 24,
2020 (the "Continuation Award"), will vest on a pro-rated basis; outstanding
performance share units (which do not include the Continuation Award) will vest,
to the extent earned based on actual performance results during the full
performance period of the applicable award, on a pro-rated basis; and
outplacement and financial planning services, each capped at $5,000.
This summary is qualified in its entirety by the text of the Agreement, which
will be filed as an exhibit to the Company's Form 10-Q for the quarter ending
January 31, 2022.
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