Employment Agreement
 
EXHIBIT 10-F EMPLOYMENT AGREEMENT
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                                                              Exhibit 10-f
 
[Nordson Corporation Letterhead]                                   April 7, 1988
 
                                                              CONFIDENTIAL
 
Mr. Edward P. Campbell
1700 Queen Anne's Gate
Westlake, Ohio 44145
 
Dear Ed:
 
I am pleased to confirm my offer to you for the position of Vice President,
Corporate Development for Nordson Corporation. In this key position, you will
report directly to me. Your initial compensation and benefit package will be as
follows:
 
 
COMPENSATION
 
        BASE SALARY
 
         Your initial base salary will be ONE HUNDRED FIFTY THOUSAND DOLLARS
         ($150,OOO) PER YEAR. Your Base Salary will be reviewed on November 1,
         1988 and yearly thereafter, coinciding with an annual performance
         review.
 
         BONUS - A target bonus of fifty-five percent (55%) of Base Salary has
         been established for your position under the Nordson Executive
         Incentive Bonus Plan. As we discussed should you accept this offer, you
         will be guaranteed the amount of the target Bonus for Fiscal Year 1988,
         which ends October 30, 1988, prorated for the part of Fiscal Year 1988
         in which you are employed by Nordson. As with all bonuses paid under
         the Plan, payment will be made in cash not later than the first payroll
         date in January following the end of a Fiscal Year.
 
STOCK
 
In our discussions, I have stressed the goals for the Corporation. Achievement
of these goals enhances the value of Nordson Common Stock. Your participation as
a member of my team allows you to contribute to the achievement of these goals
and share in the increased value of our stock as a reward for your efforts.
 
        RESTRICTED STOCK
 
         You will be granted 3,000 shares of Restricted Nordson Common Stock
         when you commence your employment. Upon expiration of a three-year
         restriction period, you will have full right, title and interest in the
         Stock provided you are still an active Nordson employee. Under the
         Restricted Stock Plan, you relinquish right, title and interest in the
         Stock if your employment terminates prior to the expiration of the
         restriction period.
 
         INCENTIVE STOCK OPTIONS - Effective on your first day of employment,
         you will be entitled to an Incentive Stock Option on 3,000 shares of
         Nordson Common Stock. The option price will be established on your
         first day of employment in accordance with the Incentive Stock Option
         Plan.
 
 
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         The Stock Options have a ten-year exercise period and will become
         exercisable in cumulative installments of 25% per year beginning one
         year after the effective date.
 
         NON-QUALIFIED STOCK OPTIONS - Effective on your first day of
         employment, you will be entitled to a Non-qualified Stock Option on
         4,000 shares of Nordson Common Stock. The option price will be
         established on your first day of employment in accordance with the
         terms of the Plan. The options will become exercisable in cumulative
         installments of 25% per year beginning one year after the effective
         date and will expire ten years after the effective date.
 
CAR ALLOWANCE
 
You will be entitled to an Executive Automobile Allowance in the amount of Eight
Thousand Dollars ($8,000) per year, payable in quarterly installments.
 
PENSION PLAN
 
You will be a participant in the Nordson Corporation Salaried Employees' Pension
Plan. Your pension benefit will be equal to the benefit you quality for under
this Pension Plan described in the attached booklet, but modified by the
following in view of your prior service with The Standard Oil Company/BP
America.
 
1.       Your prior service with The Standard Oil Company/BP America will be
         recognized in determining vesting and the amount of your pension
         benefit.
 
2.       Your "Final Average Pay" will be determined as the average of your
         monthly compensation during your 36 consecutive highest-paid months
         (instead of 60).
 
3.       You will be eligible for a full pension benefit at age 60 instead of
         age 65. You will be eligible for early retirement at age 55 with a
         reduction of 5% per year for each year that actual retirement occurs
         prior to age 60.
 
4.       If your employment with Nordson terminates for any reason other than
         disability or death prior to retirement at age 55, your pension benefit
         will be equal to the benefit you would have received if you had
         remained employed by The Standard Oil Company/BP America calculated
         using your total years of service at The Standard Oil Company/BP
         America and Nordson.
 
5.       The benefit you qualify for under the Nordson Pension Plan will be
         reduced by any pension benefit payment you receive from The Standard
         Oil Company/BP America.
 
 
OTHER BENEFITS
 
You will be entitled to Nordson Corporation's benefit package normally offered
to executive at the Vice President level. They include the following:
 
                  Medical, Dental and Life Insurance Plans
 
                  Disability Income (Long-term disability coverage will commence
                  upon your first day of employment. We are waiving the
                  customary waiting period for this benefit.)
 
                  Employee Stock Ownership Plan and Stock Purchase Plan
 
                  Nordson Employees' Savings Trust Plan (401K)
 
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                  Four weeks annual paid vacation
 
                  Officers Deferred Compensation Plan
 
                  Supplemental Executive Retirement Plan
 
This offer is contingent upon your completion of a physical examination and the
signing of Nordson Corporation's Employee Agreement. We have enclosed a copy of
the Employee Agreement for your review. If you have any questions concerning
this Agreement, please feel free to discuss them with me. This Agreement is to
be signed in the presence of a member of the Human Resource Department on the
first day of your employment. It will also be necessary for you to complete the
enclosed Nordson Employee Application and bring it with you on your first day of
work.
 
On behalf of Nordson Corporation, I want you to know I feel you can contribute
significantly towards the growth and success of the Company. We believe that you
will find the position of Vice President, Corporate Development stimulating,
challenging and rewarding.
 
                                              Sincerely.
 
 
                                              /s/ W. P. Madar
                                                  W. P. Madar
 
 
WPM:
Enclosures
 
 
 
 
 
 
 
 
Top of the Document
 
 
EMPLOYMENT AGREEMENT
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                                                                 Exhibit 10-h-1
 
                              EMPLOYMENT AGREEMENT
                              --------------------
 
 
                  THIS EMPLOYMENT AGREEMENT is entered into on this 13th day of
November, 1998, by and between NORDSON CORPORATION, an Ohio corporation
(the "Company"), and EDWARD P. CAMPBELL ("Employee").
 
                              W I T N E S S E T H:
 
                  WHEREAS, Employee is an executive and key employee of the
Company, has fully and ably discharged his responsibilities and duties in his
service to the Company to date, and is now serving the Company as President and
Chief Executive Officer;
 
                  WHEREAS, the Company desires to assure itself of continuity of
management in the event of any threatened or actual Change in Control (as
hereafter defined);
 
                  WHEREAS, the Company desires to provide inducements for
Employee not to engage in activity competitive with the Company;
 
                  WHEREAS, the Company desires 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 employment status and security;
 
                  WHEREAS, Employee is willing to continue in the employ of the
Company but desires assurance that his responsibilities and status as an
executive of the Company will not be adversely affected by any threatened or
actual Change in Control;
 
                  NOW, THEREFORE, the Company and Employee agree as follows:
 
                  1. OPERATION OF AGREEMENT. This Agreement shall be effective
and binding immediately upon its execution, but, anything in this Agreement to
the contrary notwithstanding, this Agreement shall not be operative unless and
until there has been a Change in Control while Employee is in the employ of the
Company. For purposes of this Agreement, a Change in Control shall 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 (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
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         25% or more of the combined voting power of the Company's then
         outstanding securities;
 
                           (b) the Company files a report or proxy statement
         with the SEC pursuant to the Exchange Act disclosing in response to
         Item 1 of Form 8-K thereunder or Item 5(f) of Schedule 14A thereunder
         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;
 
                           (c) 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 prior to such merger or consolidation;
 
                           (d) 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
 
                           (e) during any period of 24 consecutive months,
         individuals who were Directors of the Company at the beginning of such
         period cease to constitute at least a majority of the Company's Board
         of Directors (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 such 24 month period.
 
The first date on which a Change in Control occurs is referred to herein as the
"Change in Control Date." Upon the occurrence of a Change in Control while
Employee is in the employ of the Company, this Agreement shall become
immediately operative subject, however, to the provisions of Section 2, below.
 
                  2. POSSIBLE "UNDOING" OF A CHANGE IN CONTROL. If a report is
filed with the SEC disclosing that a person (the "Acquiror") 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
outstanding securities and, as a result of that filing, a Change in Control,
 
                                       2
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as defined in Paragraph 1(a), above, occurs, while Employee is in the employ of
the Company, then, as provided in Paragraph 1, above, this Agreement will become
immediately operative. However, if:
 
                           (a) a Change in Control as described in Paragraph
         1(a) occurs while Employee is in the employ of the Company;
 
                           (b) the Acquiror subsequently transfers or otherwise
         disposes of sufficient securities of the Company in one or more
         transactions, to a person or persons other than affiliates of the
         Acquiror or any persons with whom the Acquiror has agreed to act
         together for the purpose of acquiring, holding, voting or disposing of
         securities of the Company, so that, after such transfer or other
         disposition, the Acquiror is no longer the beneficial owner, directly
         or indirectly, of securities of the Company representing 10% or more of
         the combined voting power of the Company's then outstanding securities;
 
                           (c) at the time of the subsequent transfer or
         disposition that reduced the Acquiror's holdings to less than 10% as
         provided in (b), immediately above, no other event constituting a
         Change in Control had occurred; and
 
                           (d) at the time of the subsequent transfer or other
         disposition that reduced the Acquiror's holdings to less than 10%,
         Employee's employment with the Company had not been terminated by the
         Company 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 Paragraph 1(a) shall be treated as if it had not
occurred and this Agreement shall return to the status it had immediately before
the filing of the report constituting a Change in Control under Paragraph 1(a).
Accordingly, if and when a new Change in Control occurs, this Agreement will
again become operative on the date of that new Change in Control.
 
                  3.       EMPLOYMENT, CONTRACT PERIOD.
 
                           (a) Subject to the terms and conditions of this
         Agreement, upon the occurrence of a Change in Control, the Company
         shall continue to employ Employee and Employee shall continue in the
         employ of the Company for the period specified in Paragraph 3(b) (the
         "Contract Period"), in the position and with the duties and
         responsibilities set forth in Paragraph 4.
 
                           (b) The Contract Period shall commence on the
 
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         Change in Control Date and, subject only to the provisions of Paragraph
         9 below, shall continue for a period of twenty-four months to the close
         of business on the day (the "Contract Expiration Date") falling
         twenty-four months after the Change in Control Date.
 
                  4. POSITION, DUTIES, RESPONSIBILITIES. At all times during the
Contract Period, Employee shall:
 
                           (a) hold the same position with substantially the
         same duties and responsibilities as an executive of the Company as
         Employee held immediately before the Change in Control Date and those
         duties and responsibilities may be extended, from time to time during
         the Contract Period, by the Board with Employee's consent;
 
                           (b) adhere to and implement the policies and
         directives promulgated, from time to time, by the Board;
 
                           (c) observe all Company policies applicable to
executive personnel of the Company; and
 
                           (d) devote his business time, energy, and talent to
         the business of and to the furtherance of the purposes and objectives
         of the Company to generally the same extent as he has so devoted his
         business time, energy, and talent before the Change in Control Date,
         and neither directly nor indirectly render any business, commercial, or
         professional services to any other person, firm, or organization for
         compensation without the prior approval of the Board.
 
Nothing in this Agreement shall preclude Employee from devoting reasonable
period of time to charitable and community activities or the management of his
investment assets provided such activities do not materially interfere with the
performance by Employee of his duties hereunder.
 
                  5. COMPENSATION. For services actually rendered by Employee on
behalf of the Company during the Contract Period as contemplated by this
Agreement the Company shall pay to Employee a base salary, annual bonus and
stock options (together referred to as "Total Compensation") as follows:
 
                           (a) base salary at a rate equal to the highest of (i)
         the rate in effect immediately before the Change in Control date, (ii)
         the rate in effect exactly two years before the Change in Control Date,
         or (iii) such greater rate as the Company may determine. The base
         salary shall be paid to Employee in the same increments and on the same
         schedule each month as in effect immediately before the Effective Date;
 
                                       4
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                           (b) an annual bonus under the 1995 Management
         Incentive Compensation Plan as amended, or any substitute therefore,
         ("Bonus Plan") equal to the highest of (i) the amount calculated using
         the Bonus Plan in effect immediately before the Change in Control Date,
         (ii) the amount calculated using the Bonus Plan in effect exactly two
         years before the Change of Control Date, or (iii) such greater amount
         as the Company may determine. The annual bonus shall be paid to the
         Employee not later than the first payroll date in January following the
         plan year for which the bonus was earned;
 
                           (c) stock options shall be granted annually at such
         times, under such terms and conditions, and in such amounts, as to be
         no less valuable than the greater value of (i) stock options granted
         immediately before the Change in Control Date, (ii) stock options
         granted two years before the Change in Control Date, and (iii) such
         greater value as the Company may determine.
 
                  6. VACATION, HOLIDAYS AND SICK LEAVE. Employee will be
entitled to such periods of vacation, holidays and sick leave allowance each
year as are determined by the Company's policies relevant to vacation, holidays
and sick pay for executive personnel as in effect immediately before the Change
in Control Date or as may be increased from time to time thereafter. Neither
vacation time nor sick leave allowance will be accumulated from year to year.
 
                  7. OTHER COMPANY PLANS, BENEFITS, AND PERQUISITES. During the
Contract Period Employee shall continue to be entitled to participate in every
employee benefit plan, incentive plan or arrangement ("Plan") that is generally
available to executive personnel of the Company immediately before the Change in
Control Date or that is specifically extended to Employee by the Company before
the Change in Control Date, whether or not Employee is eligible to participate
in such Plan on the date of this Agreement. Employee's participation in and
benefits under any such Plan shall be on the terms and subject to the conditions
specified in the governing document of the particular plan or arrangement as in
effect immediately before the Change in Control Date, which terms and conditions
shall not be amended during the Contract Period unless the benefits to Employee
are at least as great under the Plan as amended (or under a substitute Plan) as
were the benefits under the Plan as in effect immediately before the Change in
Control Date. Specific Plans of the Company to which Employee is entitled to
benefits include, but are not limited to, the Plans (or any substitute Plan)
listed on Exhibit A hereto.
 
                                       5
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The Company will also provide Employee with such perquisites during the Contract
Period as the Company customarily provided to similarly situated executive
personnel in the period immediately before the Change in Control Date.
 
                  8. ADDITIONAL BENEFIT. If a Change in Control occurs and this
Agreement becomes operative and thereafter Employee's employment is terminated
by the Company without cause or by Employee for good reason, whether such
termination occurs before, on, or after the Contract Expiration Date, the
Company shall pay and provide benefits to or with respect to Employee in such
amounts and at such times so that the aggregate benefits payable to or with
respect to Employee under the Salaried Plan and the Excess Benefit Plans will be
equal to the aggregate benefits that would have been paid to or with respect to
Employee under the Salaried Plan and the Excess Benefit Plans if Employee were
exactly five years older than his actual age and his credit under the Salaried
Plan and the Excess Benefit Plans were equal to the greater of his actual
service or the amount of service he is deemed to have under paragraph 12(a)(iv),
below. If Employee's employment is terminated after a Change in Control by the
Company without cause or by Employee for good reason and Employee is entitled to
additional benefits by virtue of the additional five years of deemed age
provided for in this Paragraph 8, then the Company shall directly provide such
benefits to Employee in the same manner as additional benefits are to be
provided to Employee under paragraph 12(a), below.
 
                  9. PRIORITY OF PARAGRAPHS 2 OVER 8. Paragraph 2 of this
Agreement shall take precedence over Paragraph 8 of this Agreement so that if a
Change in Control occurs and is subsequently undone under Paragraph 2 of this
Agreement, Employee will thereafter have no rights under Paragraph 8 of this
Agreement unless and until a further Change in Control occurs.
 
                  10. EFFECT OF DISABILITY. If during the Contract Period and
before his employment hereunder is otherwise terminated, Employee becomes
disabled to such an extent that he is prevented from performing his duties
hereunder by reason of physical or mental incapacity: (a) he shall be entitled
to disability and other benefits at least equal to those that would have been
available to him had the Company 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; and (b)
if he recovers from his disability before the end of the Contract Period he
shall be reinstated as an active employee for the remainder of the Contract
Period under and subject to all of the terms of this Agreement including,
without limitation, the Company's right to terminate Employee with or without
cause under Paragraph 11(b).
 
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                  11. TERMINATION FOLLOWING A CHANGE IN CONTROL. Following a
Change in Control:
 
                           (a) Employee's employment hereunder will terminate
         without further notice upon the death of Employee;
 
                           (b) The Company may terminate Employee's employment
         hereunder effective immediately upon giving notice of such termination:
 
                                    (i) for "cause," (A) if Employee commits an
                  act of fraud, embezzlement, theft, or other similar criminal
                  act constituting a felony and involving the Company's business
                  or (B) if Employee breaches his agreement with respect to the
                  time to be devoted to the business of the Company set forth in
                  Paragraph 3(d) hereof and fails to cure such breach within 30
                  days of receipt of written notice of such breach from the
                  Board; or
 
                                    (ii) without cause at any time; and
 
                           (c) Employee may terminate his employment hereunder
         effective immediately upon giving of notice of such termination or
         retirement:
 
                                    (i) without cause at any time; or
 
                                    (ii) for "good reason," which, for purposes
                  of this Agreement shall mean notice by the Employee to the
                  Company of the occurrence of any of the following:
 
                           (A) any reduction in base salary or position or any
         material reduction in responsibilities or duties contemplated for
         Employee under this Agreement or any material reduction in the
         aggregate of employee benefits, perquisites, or fringe benefits
         contemplated for Employee under this Agreement, provided that any
         particular reduction described in this clause (A) shall constitute
         "good reason" only if Employee terminates his employment within six
         months of the date of the reduction; or
 
                           (B) any good faith determination by Employee that, as
         a result of fundamental differences of opinion between Employee and the
         Board as to the goals of the Company, Employee is unable to carry out
         the responsibilities and duties contemplated for Employee under this
         Agreement, provided that any determination by Employee described in
         this clause (B) shall constitute "good reason" only if Employee
         terminates his employment within six months of the
 
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<PAGE>
 
         Change in Control Date.
 
                  12. SEVERANCE COMPENSATION.
 
                           (a) If, before the Contract Expiration Date,
         Employee's employment is terminated by the Company without cause or by
         Employee for good reason, then, except as provided in Paragraph 12(b),
         12(c), or 12(d), the Company shall pay and provide to Employee the
         following compensation and benefits through the last to occur of
         (x) the expiration of twenty-four months after the effective date of
         the termination, and (y) the Contract Expiration Date (such
         last-to-occur date is hereinafter referred to as the "Severance
         Benefits Termination Date"):
 
                                    (i) Base Salary and Annual Bonus at the
                  highest rate payable to Employee during the Contract Period,
                  to be paid at the times provided in Paragraph 5 hereof;
 
                                    (ii) in lieu of the opportunity to receive
                  stock option grants during the period from the effective date
                  of termination through the Severance Benefits Termination
                  Date, the Company will pay to Employee an amount in cash equal
                  to the product of (A) the aggregate value of the stock options
                  granted to Employee with Respect to the fiscal year ended
                  immediately prior to the Change in Control and (B) a fraction,
                  the numerator of which is the number of days from the
                  effective date of termination through the Severance Benefits
                  Termination Date and the denominator of which is 365; for this
                  purpose, the value of the stock options will be determined
                  using the Black-Scholes option price model;
 
                                    (iii) coverage under the Company's medical,
                  dental, insurance, short-term disability, long-term disability
                  plans, and other Plans, as listed on Exhibit A, Items 7
                  through 14 (provided that he became eligible to participate
                  therein prior to the date his employment is terminated), each
                  as in effect on the Change in Control Date (or, if
                  subsequently amended to increase benefits to Employee or his
                  dependents, as so amended) and each as if Employee's
                  employment had continued through the Severance Benefits
                  Termination Date; and
 
                                    (iv) coverage and service credit under the
                  Salaried Plan and the Excess Benefit Plans maintained in
                  connection with the Salaried Plan under which he is eligible
                  to participate so that the aggregate benefits payable to or
                  with respect to the Employee under the
 
                                       8
<PAGE>
 
                  Salaried Plan and the Excess Benefit Plan will be equal to the
                  aggregate benefits that would have been paid to or with
                  respect to Employee under the Salaried Plan and the Excess
                  Benefit Plans if Employee's employment had continued through
                  the Severance Benefits Termination Date.
 
 
         If any of the benefits to be provided under the Company's Plans cannot
         be provided through that Plan to Employee following termination of his
         employment, the Company shall directly provide the full equivalent of
         such benefits to Employee. For example, since it is not possible to
         provide additional service credit directly through the Salaried Plan,
         if Employee becomes entitled to an additional 18 months of service
         credit under the Salaried plan pursuant to (iv) above, the Company will
         be required to pay to Employee, from its general assets, on each date
         on which Employee receives a payment from the Salaried Plan, a
         supplemental payment equal to the amount by which that particular
         payment under the Salaried Plan would have been increased if Employee's
         total service credit under the Salaried Plan were 18 months greater
         than is actually the case by reason of this Agreement. In addition, if
         in these circumstances any payments become due under the Salaried Plan
         with respect to Employee following his death, the Company will be
         obligated to make similar supplemental payments with respect to
         Employee on the dates on which payments are made with respect to
         Employee under the Salaried Plan.
 
         Furthermore, the provisions of this Agreement shall not affect the
         validity or enforceability of any other agreement between the Company
         and Employee, and the benefits provided under this Agreement shall be
         additive to any other benefits promised to Employee under such other
         agreement. Moreover, this Agreement shall not operate to negate any
         other assurances provided to Employee.
 
                           (b) If Employee becomes entitled to compensation and
         benefits pursuant to Paragraph 12(a) he shall use reasonable efforts to
         seek other employment, provided, however, that he shall not be required
         to accept a position of less importance and dignity or of substantially
         different character than of his position with the Company or a position
         that would require Employee to engage in activity in violation of
         Employee's agreement with respect to noncompetition set forth in
         Paragraph 14 hereof nor shall he be required to accept a position
         outside the greater Cleveland area. The Company's obligations under
         item (i) and (ii) of Paragraph 12(a) will be offset by payments and
 
 
                                       9
<PAGE>
 
         benefits received by Employee from another employer to the following
         extent:
 
                                    (i) The Company's obligation to pay any
                  particular installment of base salary following Employee's
                  termination will be offset, on a dollar for dollar basis, by
                  any cash compensation received by Employee from another
                  employer before the date on which the installment of base
                  salary is payable by the Company.
 
                                    (ii) To the extent that Employee is provided
                  medical, dental, or short-term or long-term disability income
                  protection benefits by another employer during any period, the
                  Company will be relieved of its obligation to provide such
                  benefits to Employee. For example, if a new employer provides
                  Employee with a medical benefits plan that pays $500.00 for a
                  specific claim made by Employee and the Company's medical
                  insurance plan would have paid $750.00 for that claim, then
                  the Company will be obligated to pay Employee $250.00 with
                  respect to that claim.
 
         Other than as provided in this Paragraph 12(b) Employee shall have no
         duty to mitigate the amount of any payment or benefit provided for in
         this Agreement.
 
                           (c) If during any period in which Employee is
         entitled to payments or benefits from the Company under Paragraph
         12(a):
 
                                    (i) Employee materially and willfully
                  breaches his agreement with respect to confidential
                  information set forth in Paragraph 13 hereof and such breach
                  directly causes the Company substantial and demonstrable
                  damage; or
 
                                    (ii) Employee materially and wilfully
                  breaches his agreement with respect to noncompetition set
                  forth in Paragraph 14 hereof and such breach directly causes
                  the Company substantial and demonstrable damage;
 
         then the Company will be relieved of its obligations under paragraph
         12(a) hereof as of the first day of the month immediately following the
         date of such material breach.
 
                           (d) If Employee dies on or before the Severance
         Benefits Termination Date and immediately before his death he is
         entitled to payments or benefits from the Company under Paragraph
         12(a), the Company will be relieved of its
 
 
 
                                       10
<PAGE>
 
         obligations under item (i) of Paragraph 12(a) as of the first day of
         the month immediately following the month in which Employee dies and
         thereafter the Company will provide to Employee's beneficiaries and
         dependents salary continuation payments, benefits under the Excess
         Benefits Plan (as supplemented by item (iii) of Paragraph 12(a), and
         continuing medical and dental benefits to the same extent (subject to
         reduction for payments or benefits from a new employer under paragraph
         12(b) as if Employee's death had occurred while Employee was in the
         active employ of the Company.
 
                  13. CONFIDENTIAL INFORMATION. Employee agrees that he will
not, during the term of the Agreement or at any time thereafter, either directly
or indirectly, disclose or make known to any person, firm, or corporation any
confidential information, trade secret, or proprietary information of the
Company that Employee may acquire in the performance of Employee's duties
hereunder. Upon the termination of Employee's employment with the Company,
Employee agrees to deliver forthwith to the Company any and all literature,
documents, correspondence, and other materials and records furnished to or
acquired by Employee during the course of such employment.
 
                  14. NONCOMPETITION. During any period in which Employee is
receiving Total Compensation under this Agreement (whether during the Contract
Period pursuant to Paragraph 5 or following termination pursuant to Paragraph
12(a), Employee shall 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 the Company in any
market in any line of business engaged in by the Company during the Contract
period. If Employee delivers to the Company a written waiver of his right to
receive any further compensation or benefits pursuant to Paragraph 12(a), if
agreed to by the Company in writing, he shall be released, effective as of the
date of agreement by the Company, from the post-termination noncompetition
covenant contained in this Paragraph 14.
 
                  15. COSTS OF ENFORCEMENT. The Company shall pay and be solely
responsible for any and all costs and expenses (including attorneys' fees)
incurred by Employee in seeking to enforce the Company's obligations under this
Agreement unless and to the extent a court of competent jurisdiction determines
that the Company was relieved of those obligations because (a) the Company
terminated Employee for cause (as determined under Paragraph 11(b)(i) hereof),
(b) Employee voluntarily terminated his employment other than for good reason
(as determined under Paragraph 11(c)(ii) hereof), or (c) Employee materially and
willfully breached his agreement not to compete with the Company
 
 
 
                                       11
<PAGE>
 
or his agreement with respect to confidential information and such breach
directly caused substantial and demonstrable damage to the Company. The Company
shall forthwith pay directly or reimburse Employee for any and all such costs
and expenses upon presentation by Employee or by counsel selected from time to
time by Employee of a statement or statements prepared by Employee or by such
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 the
Company was relieved of its obligations for any of the reasons set forth in (a),
(b) or (c) above, Employee shall repay the amount of such payments or
reimbursements to the Company. In addition to the payment and reimbursement of
expenses of enforcement provided for in this Paragraph 15, the Company shall pay
to Employee in cash, as and when the Company 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. The Company shall
also pay to Employee interest (calculated at the Base Rate from time to time in
effect at National City Bank, Cleveland, Ohio, 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.
 
                  16. EMPLOYEE RIGHTS. Nothing expressed or implied in this
Agreement shall create any right or duty on the part of the Company or Employee
to have Employee remain in the employ of the Company before any Change in
Control and Employee shall have no rights under this Agreement if his employment
with the Company is terminated for any reason or for no reason before any Change
in Control. Nothing expressed or implied in this Agreement shall create any duty
on the part of the Company 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, the Company ceases to provide any plan or benefit to
Employee, nothing in this Agreement shall be construed to require the Company to
reinstitute that plan or benefit to Employee upon the later occurrence of a
Change in Control.
 
                  17. NOTICES. For purposes of this Agreement, all
communications provided for herein shall be in writing and shall 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 the
Company (Attention: President) at its principal executive office and to Employee
at his principal residence, or to such other address as either party may have
furnished to the other in writing and in accordance herewith, except that
notices of change of address shall be effective only upon receipt.
 
                                       12
<PAGE>
 
                  18. ASSIGNMENT, BINDING EFFECT.
 
                           (a) This Agreement shall be binding upon and shall
         inure to the benefit of the Company and the Company's successors and
         assigns. The Company shall 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 the Company, 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 the Company would be required to perform it if no
         such succession had taken place.
 
                           (b) This Agreement shall be binding upon Employee and
         this Agreement and all rights of Employee hereunder shall inure to the
         benefit of, and be enforceable by, Employee and his personal or legal
         representatives, executors, or administrators. No right, benefit, or
         interest of Employee hereunder shall 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
         hereunder if such assignment is permitted under the terms of any plan
         or policy of insurance or annuity contract governing such right,
         benefit, or interest.
 
                  19. INVALID PROVISIONS.
 
                           (a) Any provision of this Agreement that is
         prohibited or unenforceable shall be ineffective to the extent, but
         only to the extent, of such prohibition or unenforceability without
         invalidating the remaining portions hereof and such remaining portions
         of this Agreement shall continue to be in full force and effect.
 
                           (b) In the event that any provision or portion of
         this Agreement shall be determined to be invalid or unenforceable, the
         parties will negotiate in good faith to replace such provision with
         another provision that will be valid or enforceable and that is as
         close as practicable to the provision held invalid or unenforceable.
 
                  20. MODIFICATION. No modification, amendment, or waiver of any
of the provisions of the Agreement shall be effective unless in writing,
specifically referring hereto, and signed by both parties.
 
                  21. WAIVER OF BREACH. The failure at any time to enforce any
of the provisions of this Agreement or to require
 
 
 
                                       13
<PAGE>
 
performance by the other party of any of the provisions of this Agreement shall
in no way be construed to be a waiver of such 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 the terms hereof.
 
                  22. GOVERNING LAW. This Agreement has been made in and shall
be governed and construed in accordance with the laws of the State of Ohio.
 
 
                  23. GROSS-UP OF PAYMENTS DEEMED TO BE EXCESS PARACHUTE
PAYMENTS.
 
                           (a) The Company and Employee acknowledge that,
         following a Change of Control, one or more payments or distributions to
         be made by the Company to or for the benefit of Employee (whether paid
         or payable or distributed or distributable pursuant to the terms of
         this Agreement, 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 the Company 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 (hereinafter referred to respectively as "Section
         280G" and "Section 4999"). If Employee's employment is terminated after
         a Change of Control occurs, the Accounting Firm, which, subject to any
         inconsistent position asserted by the Internal Revenue Service, shall
         make all determinations required to be made under this Paragraph 23,
         shall determine whether any Payment would be an excess parachute
         payment and shall communicate its determination, together with detailed
         supporting calculations, to the Company and to Employee within 30 days
         after the date on which Employee's employment with the Company
         terminates or such earlier time as is requested by the Company. The
         Company and Employee shall cooperate with each other and the Accounting
         Firm and shall provide necessary information so that the Accounting
         Firm may make all such determinations. The Company shall pay all of the
         fees of the Accounting Firm for services performed by the Accounting
         Firm as contemplated in this Paragraph 23.
 
                           (b) 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
 
 
 
                                       14
<PAGE>
 
         such excise tax), the Company shall make additional cash payments to
         Employee, from time to time and at the same time as any Payment
         constituting an excess parachute payment is paid or provided to
         Employee, 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.
 
                           (c) 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, the Company shall make further additional cash payments to
         Employee not later than the due date of any payment indicated by the
         Internal Revenue Service with respect to these matters, 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.
 
                           (d) If the Company desires to contest any
         determination by the Internal Revenue Service with respect to the
         amount of excise tax under Section 4999, Employee shall, upon receipt
         from the Company 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 the Company in that contest at the
         Company's sole expense. Nothing in this Paragraph 23(d) shall require
         Employee to incur any expense other than expenses with respect to which
         the Company has paid to Employee sufficient sums so that after the
         payment of the expense by Employee and taking into account the payment
         by the Company with respect to that expense and any and all taxes that
         may be imposed upon Employee as a result of his receipt of that
         payment, the net effect is no cost to Employee. Nothing in this
         Paragraph 23(d) shall require Employee to extend the statute of
         limitations with respect
 
 
 
                                       15
<PAGE>
 
         to any item or issue in his 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
         shall promptly pay to the Company 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 would have been in if the refunded
         excise tax had never been paid.
 
                           (e) For purposes of this Paragraph 23, the term
         "Accounting Firm" means the independent auditors of the Company for the
         fiscal year preceding the year in which the earlier of (i) the date of
         termination of Employee's employment with the Company, or (ii) the
         year, if any, in which occurred the first Change of Control occurring
         after the date of this Agreement, and such firm's successor or
         successors; provided, however, if such firm is unable or unwilling to
         serve and perform in the capacity contemplated by this Agreement, the
         Company shall select another national accounting firm of recognized
         standing to serve and perform in that capacity under this Agreement,
         except that such other accounting firm shall not be the then
         independent auditors for the Company or any of its affiliates (as
         defined in Rule 12b-2 promulgated under the Exchange Act).
 
                  IN WITNESS WHEREOF, the Company and Employee have executed
this Agreement on the day and year first above written.
 
                                       NORDSON CORPORATION
 
 
                                       By:_________________________________
                                            Thomas L. Moorhead
 
                                       Title: Vice President, Law and
                                              Assistant Secretary
 
 
                                       Employee:___________________________
                                                Edward P. Campbell
 
                                       16
<PAGE>
 
 
                                    EXHIBIT A
                                  COMPANY PLANS
 
                  1. The Nordson Corporation 1995 Management Incentive
Compensation Plan;
 
                  2. The Nordson Corporation 1993 Long-Term Performance Plan;
 
                  3. The Nordson Corporation Salaried Employees Pension Plan
(the "Salaried Plan");
 
                  4. Nordson Corporation Officers' Deferred Compensation Plan;
 
                  5. The Nordson Corporation Excess Defined Benefit Pension Plan
and the Excess Defined Contribution Retirement Plan (the "Excess Benefit
Plans");
 
                  6. The Nordson Corporation Employees' Savings Trust Plan
(NEST);
 
                  7. The Nordson Corporation Non-Union Employees Stock Ownership
Plan;
 
                  8. The Nordson Corporation Salaried Employees' Health Plan;
 
                  9. The Nordson Corporation Prescription Drug Plan;
 
                  10. The Nordson Corporation Short Term and Long Term
Disability Plans;
 
                  11. The Nordson Corporation Employees' Dental Expense Plan;
 
                  12. The Nordson Corporation Group Life Insurance
Plan-Salaried;
 
                  13. The Nordson Corporation Group Travel Accident Plan;
 
                  14. The Company's car allowance Plan;
 
                  15. Nordson's policy of reimbursement for club dues, airline
travel clubs, and the like.
 
                                       17
 
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</DOCUMENT>