NORDSON CORP
EX-10.1
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<P align="center" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>NORDSON CORPORATION</B></FONT>



<P align="center" style="font-size: 12pt"><B>2004 LONG-TERM PERFORMANCE PLAN</B>




<P align="left" style="margin-left:8%; font-size: 12pt">1. <B>Purpose.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">The Nordson Corporation 2004 Long-Term Performance Plan (the &#147;Plan&#148;) is designed to foster and
promote the long-term growth and performance of the Company by: (a)&nbsp;enhancing the Company&#146;s
ability to attract and retain qualified Directors and employees and (b)&nbsp;motivating Directors and
employees through stock ownership and other incentives. To achieve this purpose, the Plan provides
authority for the grant of Stock Options, Restricted Stock, Stock Equivalent Units, Stock
Appreciation Rights, and other incentives and the maintenance of an employee stock purchase
program.



<P align="left" style="margin-left:8%; font-size: 12pt">2. <B>Definitions.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&#147;<U>Affiliate</U>&#148; &#150; This term has the meaning given to it in Rule&nbsp;12b-2 under the
Exchange Act.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;&#147;<U>Award</U>&#148; &#150; The grant of Stock Options, Restricted Stock, Stock Equivalent Units,
Stock Appreciation Rights, Stock Purchase Rights, Cash Awards, and other incentives under this
Plan.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;&#148;<U>Award Agreement</U>&#148; &#151; Any agreement between the Company and a Participant that sets
forth terms, conditions, and restrictions applicable to an Award.



<P align="left" style="margin-left:8%; font-size: 12pt">(d) &#147;<U>Board of Directors</U>&#148; &#150; The Board of Directors of the Company.



<P align="left" style="margin-left:8%; font-size: 12pt">(e) &#147;<U>Cash Award</U>&#148; &#150; This term has the meaning given to it in Section&nbsp;6 (b) (v).


<P align="left" style="font-size: 12pt; text-indent: 8%">(f)&nbsp;&#147;<U>Change in Control</U>&#148; &#150; A &#147;Change of Control&#148; will be deemed to occur if at any time
after the date of the adoption of this Plan:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 7%">(i)&nbsp;any person (other than Nordson Corporation, any of its subsidiaries, any employee
benefit plan or employee stock ownership plan of Nordson Corporation, or any Person
organized, appointed, or established by Nordson Corporation for or pursuant to the terms of
any such plan), alone or together with any of its Affiliates or Associates, becomes the
Beneficial Owner of 20% or more of the Common Shares then outstanding, or any such Person
commences or publicly announces an intent to commence a tender offer or exchange offer the
consummation of which would result in the Person becoming the Beneficial Owner of 20% or
more of the Common Shares then outstanding (<U>provided, however</U>, that, for purposes of
determining whether Eric T. Nord or Evan W. Nord, together with each of their Affiliates or
Associates, is the Beneficial Owner of 20% or more of the Common Shares then outstanding,
the Common Shares then held by the Walter G. Nord Trust, by the Nord Family Foundation (or
any successor to the Nord Family Foundation), and by the Eric and Jane Nord Foundation shall
be excluded; for purposes of determining whether the Walter G. Nord Trust, the Nord Family
Foundation (or any successor) , or the Eric and Jane Nord Foundation, together with each of
their Affiliates and Associates, is the Beneficial Owner of 20% or more of the Common Shares
then outstanding, the Common Shares then held by Eric T. Nord and by Evan W. Nord shall be
excluded; for purposes of determining whether the Nord Family Foundation (or any successor)
together with its Affiliates and Associates, is the Beneficial Owner of 20% or more of the
Common Shares then outstanding, the Common Shares then held by the Eric and Jane Nord
Foundation will be excluded; and, for purposes of determining whether the Eric and Jane Nord
Foundation, together with its Affiliates and Associates, is the Beneficial Owner of 20% or
more of the Common Shares then outstanding, the Common Shares then held by the Nord Family
Foundation (or any successor) will be excluded) . For purposes of this Section 2(f) (i) ,
the terms &#147;Affiliates, &#147;Associates,&#148; &#147;Beneficial Owner,&#148; and &#147;Person&#148; will have the meanings
given to them in the Second Restated Rights Agreement, dated as of May&nbsp;1, 2003, between
Nordson Corporation and National City Bank, as Rights Agent, as amended from time to time.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 7%">(ii)&nbsp;At any time during a period of 24 consecutive months, individuals who were
Directors at the beginning of the period no longer constitute a majority of the members of
the Board of Directors, unless the election, or the nomination for election by Nordson
Corporation&#146;s shareholders, of each Director who was not a Director at the beginning of the
period is approved by at least a majority of the Directors who are in office at the time of
the election or nomination and were Directors at the beginning of the period.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 7%">(iii)&nbsp;A record date is established for determining shareholders entitled to vote upon
(A)&nbsp;a merger or consolidation of Nordson Corporation with another corporation in which
Nordson Corporation is not the surviving or continuing corporation or in which all or part
of the outstanding Common Shares are to be converted into or exchanged for cash, securities,
or other property, (B)&nbsp;a sale or other disposition of all or substantially all of the assets
of Nordson Corporation, or (C)&nbsp;the dissolution of Nordson Corporation.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 7%">(iv)&nbsp;Any person who proposes to make a &#147;control share acquisition&#148; of Nordson
Corporation, within the meaning of Section&nbsp;1701.01(Z) of the Ohio General Corporation Law,
submits or is required to submit an acquiring person statement to Nordson Corporation.


<P align="left" style="font-size: 12pt; text-indent: 8%">(g)&nbsp;&#147;<U>Code</U>&#148; &#150; The Internal Revenue Code of 1986, or any law that supersedes or replaces
it, as amended from time to time.


<P align="left" style="font-size: 12pt; text-indent: 8%">(h)&nbsp;&#147;<U>Committee</U>&#148; &#150; The Compensation Committee of the Board of Directors, or any other
committee of the Board of Directors that the Board of Directors authorizes to administer this Plan.
The Committee will be constituted in a manner that satisfies all applicable legal requirements.
If necessary, actions will be taken by a subcommittee of the Compensation Committee.


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;&#147;<U>Common Shares</U>&#148; or &#147;<U>shares</U>&#148; &#150; Common Shares without par value of Nordson
Corporation, including authorized and unissued shares and treasury shares.


<P align="left" style="font-size: 12pt; text-indent: 8%">(j)&nbsp;&#147;<U>Company</U>&#148; &#150; Nordson Corporation, an Ohio corporation, and its direct and indirect
subsidiaries.


<P align="left" style="font-size: 12pt; text-indent: 8%">(k)&nbsp;&#147;<U>Continuing Director</U>&#148; &#150; A Director who was a Director prior to a Change in Control
or was recommended or elected to succeed a Continuing Director by a majority of the Continuing
Directors then in office.



<P align="left" style="margin-left:8%; font-size: 12pt">(1) &#147;<U>Director</U>&#148; &#150; A director of Nordson Corporation.


<P align="left" style="font-size: 12pt; text-indent: 8%">(m)&nbsp;&#147;<U>Exchange Act</U>&#148; &#150; Securities Exchange Act of 1934, and any law that supersedes or
replaces it, as amended from time to time.


<P align="left" style="font-size: 12pt; text-indent: 8%">(n)&nbsp;&#147;<U>Fair Market Value</U>&#148; of Common Shares &#150; The value of the Common Shares determined
by the Committee, or pursuant to rules established by the Committee, on a basis consistent with
regulations under the Code, except that, &#147;Fair Market Value&#148; for purposes of Section 6(a) hereof
shall be as defined thereunder.


<P align="left" style="font-size: 12pt; text-indent: 8%">(o)&nbsp;&#147;<U>Holder</U>&#148; &#150; The Participant or eligible transferee (as such eligibility may be
determined from time to time by the Committee) who holds an Award.


<P align="left" style="font-size: 12pt; text-indent: 8%">(p)&nbsp;&#147;<U>Incentive Stock Option</U>&#148; &#150; A Stock Option that meets the requirements of Section
422 of the Code.


<P align="left" style="font-size: 12pt; text-indent: 8%">(q)&nbsp;&#147;<U>Notice of Award</U>&#148; &#150; Any notice by the Committee to a Participant that advises the
Participant of the grant of an Award or sets forth terms, conditions, and restrictions applicable
to an Award.



<P align="left" style="margin-left:8%; font-size: 12pt">(r) &#147;<U>Participant</U>&#148; &#150; Any person to whom an Award has been granted under this Plan.


<P align="left" style="font-size: 12pt; text-indent: 8%">(s)&nbsp;&#147;<U>Restricted Stock</U>&#148; &#150; An Award of Common Shares that are subject to restrictions or
risk of forfeiture.


<P align="left" style="font-size: 12pt; text-indent: 8%">(t)&nbsp;&#147;<U>Rule&nbsp;16b-3</U>&#148; &#150; Rule l6b-3 under the Exchange Act, or any rule that supersedes or
replaces it, as amended from time to time.


<P align="left" style="font-size: 12pt; text-indent: 8%">(u)&nbsp;&#147;<U>Stock Appreciation Right</U>&#148; &#150; This term has the meaning given to it in Section
6(b)(i).



<P align="left" style="margin-left:8%; font-size: 12pt">(v) &#147;<U>Stock Award</U>&#148; &#150; This term has the meaning given to it in Section&nbsp;6(b)(ii).


<P align="left" style="font-size: 12pt; text-indent: 8%">(w)&nbsp;&#147;<U>Stock Equivalent Unit</U>&#148; &#150; An Award that is valued by reference to the value of
Common Shares.



<P align="left" style="margin-left:8%; font-size: 12pt">(x) &#147;<U>Stock Option</U>&#148; &#150; This term has the meaning given to it in Section&nbsp;6(b)(iii).


<P align="left" style="font-size: 12pt; text-indent: 8%">(y)&nbsp;&#147;<U>Stock Purchase Right</U>&#148; &#150; This term has the meaning given to it in Section
6(b)(iv).



<P align="left" style="margin-left:8%; font-size: 12pt">3. <B>Eligibility.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">All employees of the Company and its Affiliates and all Directors are eligible for the grant
of Awards. The selection of the employees and Directors to receive Awards will be within the
discretion of the Committee. More than one Award may be granted to the same employee or Director.



<P align="left" style="margin-left:8%; font-size: 12pt">4. <B>Common Shares Available for Awards; Adjustment.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;<U>Number of Common Shares</U>. The aggregate number of Common Shares that may be
subject to Awards granted under this Plan in any fiscal year of the Company during the term of this
Plan will be equal to the sum of (i)&nbsp;three percent (3.0%) of the number of Common Shares
outstanding as of the first day of that fiscal year plus (ii)&nbsp;the number of Common Shares that were
available for the grant of Awards, but not granted, under this Plan in previous fiscal years;
provided that, in no event will the number of Common Shares available for the grant of Awards in
any fiscal year exceed three and one-half percent (3.5%) of the Common Shares outstanding as of the
first day of that fiscal year. The aggregate number of Common Shares that may be issued upon
exercise of Incentive Stock Options granted under the Plan may not exceed 1,000,000.


<P align="left" style="font-size: 12pt; text-indent: 8%">The assumption of awards granted by an organization acquired by the Company, or the grant of
Awards under this Plan in substitution for any such awards, will not reduce the number of Common
Shares available in any fiscal year for the grant of Awards under this Plan.


<P align="left" style="font-size: 12pt; text-indent: 8%">Common Shares subject to an Award that is forfeited, terminated, or canceled without having
been exercised (other than Common Shares subject to a Stock Option that is canceled upon the
exercise of a related Stock Appreciation Right) will again be available for grant under this Plan,
without reducing the number of Common Shares available in any fiscal year for grant of Awards under
this Plan.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;<U>No Fractional Shares</U>. No fractional shares will be issued, and the Committee will
determine the manner in which the value of fractional shares will be treated.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;<U>Adjustment</U>. In the event of any change in the Common Shares by reason of a
merger, consolidation, reorganization, reclassification, recapitalization, or similar transaction,
or in the event of a stock dividend, stock split, or distribution to shareholders (other than
normal cash dividends), the Committee will adjust the number and class of shares that may be issued
under this Plan (including the number of Common Shares that may be subject to Awards granted to any
Participant in any fiscal year under Section&nbsp;6(a)), the number and class of shares subject to
outstanding Awards, the exercise price applicable to outstanding Awards, and the Fair Market Value
of the Common Shares and other value determinations applicable to outstanding Awards.



<P align="left" style="margin-left:8%; font-size: 12pt">5. <B>Administration.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;<U>Committee</U>. This Plan will be administered by the Committee. The Committee will,
subject to the terms of this Plan, have the authority to: (i)&nbsp;select the eligible employees and
Directors who will receive Awards, (ii)&nbsp;grant Awards, (iii)&nbsp;determine the number and types of
Awards to be granted to employees and Directors, (iv)&nbsp;determine the terms, conditions, vesting
periods, and restrictions applicable to Awards, (v)&nbsp;adopt, alter, and repeal administrative rules
and practices governing this Plan, (vi)&nbsp;interpret the terms and provisions of this Plan and any
Awards granted under this Plan, (vii)&nbsp;prescribe the forms of any Notices of Award, Award
Agreements, or other instruments relating to Awards, and (viii)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;<U>Delegation</U>. 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&nbsp;16b-3, or to
meet any other applicable legal requirements.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;<U>Decisions Final</U>. All decisions by the Committee, and by any other person or
persons to whom the Committee has delegated authority, will be final and binding on all persons.



<P align="left" style="margin-left:8%; font-size: 12pt">6. <B>Awards.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;<U>Grant of Awards</U>. The Committee will determine the type or types of Awards to be
granted to each Participant and will set forth in the related Notice of Award or Award Agreement
the terms, conditions, vesting periods, and restrictions applicable to each Award. Awards may be
granted singly or in combination or tandem with other Awards. Awards may also be granted in
replacement of, or in substitution for, other awards granted by the Company, whether or not granted
under this Plan; without limiting the foregoing, if a Participant pays all or part of the exercise
price or taxes associated with an Award by the transfer of Common Shares or the surrender of all or
part of an Award (including the Award being exercised), the Committee may, in its discretion, grant
a new Award to replace the Common Shares that were transferred or the Award that was surrendered.
The Company may assume awards granted by an organization acquired by the Company or may grant
Awards in replacement of, or in substitution for, any such awards.


<P align="left" style="font-size: 12pt; text-indent: 8%">For purposes of this Section&nbsp;6 (a) , &#147;Fair Market Value&#148; of Common Shares shall mean, on any
particular date, (a)&nbsp;if the Common Shares are listed on a national securities exchange, the closing
price as reported for composite transactions on the exchange for the last day on which trades are
reported prior to that particular date, (b)&nbsp;if the Common Shares are not listed on an exchange but
transactions in the Common Shares are reported in the NASDAQ National Market System, the closing
price as reported in the NASDAQ National Market System for the last day on which trades are
reported prior to that particular date, and (c)&nbsp;if either of the methods referred to in (a)&nbsp;or (b)
become impracticable for any reason, the value determined using a method established by the
Committee on a basis consistent with regulations under the Code.



<P align="left" style="margin-left:8%; font-size: 12pt">(b) <U>Types of Awards</U>. Awards may include, but are not limited to, the following:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 7%">(i) <U>Stock Appreciation Right</U> &#150; A right to receive a payment, in cash or Common
Shares, equal to the excess of (A)&nbsp;the Fair Market Value, or other specified valuation, of a
specified number of Common Shares on the date the right is exercised over (B)&nbsp;the Fair
Market Value, or other specified valuation, on the date the right is granted, all as
determined by the Committee. The right may be conditioned upon the occurrence of certain
events, such as a Change in Control of the Company, or may be unconditional, as determined
by the Committee.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 7%">(ii) <U>Stock Award</U> &#150; An Award that is made in Common Shares, Restricted Stock, or
Stock Equivalent Units or that is otherwise based on, or valued in whole or in part by
reference to, the Common Shares. All or part of any Stock Award may be subject to
conditions, restrictions, and risks of forfeiture, as and to the extent established by the
Committee. Stock Awards may be based on the Fair Market Value of the Common Shares, or on
other specified values or methods of valuation, as determined by the Committee.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 7%">(iii) <U>Stock Option</U> &#150; A right to purchase a specified number of Common Shares,
during a specified period of time, and at a specified exercise price, all as determined by
the Committee. A Stock Option may be an Incentive Stock Option or a Stock Option that does
not qualify as an Incentive Stock Option. In addition to the terms, conditions, vesting
periods, and restrictions established by the Committee, Incentive Stock Options must comply
with the requirements of Section&nbsp;422 of the Code. The exercise price of a Stock Option that
does not qualify as an Incentive Stock Option may be more or less than the Fair Market Value
of the Common Shares on the date the Stock Option is granted.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 7%">(iv)&nbsp;Stock Purchase Right &#150; A right to participate in a stock purchase program,
including but not limited to a stock purchase program that meets the requirements of Section
423 of the Code.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 7%">Among other requirements, Section&nbsp;423 currently provides that (A)&nbsp;only employees of
Nordson Corporation, or of any direct or indirect subsidiary of Nordson Corporation
designated by the Committee, may receive Stock Purchase Rights that qualify under Section
423 (&#147;Section&nbsp;423 Rights&#148;), (B)&nbsp;Section&nbsp;423 Rights may not be granted to any Participant
who, immediately after the Section&nbsp;423 Rights are granted, owns stock possessing five
percent (5%) or more of the total combined voting power or value of all classes of stock of
Nordson Corporation, (C)&nbsp;Section&nbsp;423 Rights must be granted to all employees of Nordson
Corporation, and of any direct or indirect subsidiary of Nordson Corporation designated by
the Committee, except that there may be excluded (1)&nbsp;employees who have been employed less
than two years, (2)&nbsp;employees whose customary employment is 20 hours or less per week, (3)
employees whose customary employment is for not more than five months in any calendar year,
and (4)&nbsp;highly compensated employees (within the meaning of Section 414(q) of the Code) ,
(D)&nbsp;all employees granted Section&nbsp;423 Rights must have the same rights and privileges,
except that the number of Common Shares that may be purchased by any employee upon exercise
of Section&nbsp;423 Rights may bear a uniform relationship to the total compensation, or the
basic or regular rate of compensation, of the employee, (E)&nbsp;the exercise price of Section
423 Rights may not be less than the lesser of (1)&nbsp;eighty-five percent (85%) of the Fair
Market Value of the Common Shares at the time Section&nbsp;423 Rights are granted or (2)
eighty-five percent (85%) of the Fair Market Value of the Common Shares at the time the
Section&nbsp;423 Rights are exercised; (F)&nbsp;Section&nbsp;423 Rights cannot be exercised after the
expiration of 27&nbsp;months from the date the Section&nbsp;423 Rights are granted, and {G) no
employee may be granted Section&nbsp;423 Rights, under this Plan and any other plans of Nordson
Corporation and its subsidiaries, that permit the purchase of Common Shares with a Fair
Market Value of more than $25,000 (determined at the time the Section&nbsp;423 Rights are
granted) in any calendar year.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 7%">(v)&nbsp;Cash Award &#150; An Award denominated in cash. All or part of any cash award may be
subject to conditions established by the Committee, including but not limited to future
service with the Company or the achievement of specific performance objectives.



<P align="left" style="margin-left:8%; font-size: 12pt">7. <B>Deferral of Payment.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">With the approval of the Committee, the delivery of the Common Shares, cash, or any
combination thereof subject to an Award (other than Director Options) may be deferred, either in
the form of installments or a single future delivery. The Committee may also permit selected
Participants to defer the payment of some or all of their Awards, as well as other compensation, in
accordance with procedures established by the Committee to assure that the recognition of taxable
income is deferred under the Code. Deferred amounts may, to the extent permitted by the Committee,
be credited as cash or Stock Equivalent Units. The Committee may also establish rules and
procedures for the crediting of interest on deferred cash payments and dividend equivalents on
Stock Equivalent Units.



<P align="left" style="margin-left:8%; font-size: 12pt">8. <B>Payment of Exercise Price.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">The exercise price of a Stock Option (other than an Incentive Stock Option), Director Option,
Stock Purchase Right, and any Stock Award for which the Committee has established an exercise price
may be paid in cash, by the transfer of Common Shares, by the surrender of all or part of an Award
(including the Award being exercised), or by a combination of these methods, as and to the extent
permitted by the Committee. The exercise price of an Incentive Stock Option may be paid in cash,
by the transfer of Common Shares, or by a combination of these methods, as and to the extent
permitted by the Committee at the time of grant, but may not be paid by the surrender of all or
part of an Award. The Committee may prescribe any other method of paying the exercise price that
it determines to be consistent with applicable law and the purpose of this Plan.


<P align="left" style="font-size: 12pt; text-indent: 8%">In the event shares of Restricted Stock are used to pay the exercise price of a Stock Award, a
number of the Common Shares issued upon the exercise of the Award equal to the number of shares of
Restricted Stock used to pay the exercise price will be subject to the same restrictions as the
Restricted Stock.



<P align="left" style="margin-left:8%; font-size: 12pt">9. <B>Taxes Associated with Award.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">Prior to the payment of an Award, the Company may withhold, or require a Participant to remit
to the Company, an amount sufficient to pay any Federal, state, and local taxes associated with the
Award; provided, however, that if a Stock Option has been transferred and the Participant does not
pay such taxes on the date of exercise, such taxes will be paid by reducing the number of Common
Shares to be received upon exercise. The Committee may, in its discretion and subject to such
rules as the Committee may adopt, permit a Participant to pay any or all taxes associated with the
Award (other than an Incentive Stock Option) in cash, by the transfer of Common Shares, by the
surrender of all or part of an Award (including the Award being exercised), or by a combination of
these methods. The Committee may permit a Participant to pay any or all taxes associated with an
Incentive Stock Option in cash, by the transfer of Common Shares, or by a combination of these
methods.



<P align="left" style="margin-left:8%; font-size: 12pt">10. <B>Termination of Employment.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">If the employment of a Participant terminates for any reason, all unexercised, deferred, and
unpaid Awards may be exercisable or paid only in accordance with rules established by the
Committee. These rules may provide, as the Committee deems appropriate, for the expiration,
continuation, or acceleration of the vesting of all or part of the Awards.



<P align="left" style="margin-left:8%; font-size: 12pt">11. <B>Termination of Awards under Certain Conditions.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">The Committee may cancel any unexpired, unpaid, or deferred Awards held by a Holder at any
time if the Holder is not in compliance with all applicable provisions of this Plan or with any
Notice of Award, Award Agreement, Committee action or documentation relating to the Award, or if
the Participant, without the prior written consent of the Company, engages in any of the following
activities:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 7%">(i)&nbsp;Renders services for an organization, or engages in a business, that is, in the
judgment of the Committee, in competition with the Company.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 7%">(ii)&nbsp;Discloses to anyone outside of the Company, or uses for any purpose other than the
Company&#146;s business, any confidential information or material relating to the Company,
whether acquired by the Participant during or after employment with the Company.


<P align="left" style="font-size: 12pt; text-indent: 8%">The Committee may, in its discretion and as a condition to the exercise of an Award by a
Holder, require a Holder to acknowledge in writing that he or she is in compliance with all
applicable provisions of this Plan and of any Notice of Award, Award Agreement, Committee action or
documentation relating to the Award, and, in the case of a Participant, has not engaged in any
activities referred to in clauses (i)&nbsp;and (ii)&nbsp;above.



<P align="left" style="margin-left:8%; font-size: 12pt">12. <B>Change in Control.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">In the event of a Change in Control of the Company, unless and to the extent otherwise
determined by the Board of Directors, (i)&nbsp;all Stock Appreciation Rights, Stock Options, and other
Stock Purchase Rights then outstanding will become fully exercisable as of the date of the Change
in Control, (ii)&nbsp;all restrictions and conditions applicable to Restricted Stock and other Stock
Awards will be deemed to have been satisfied as of the date of the Change in Control, and (iii)&nbsp;all
Cash Awards will be deemed to have been fully earned as of the date of the Change in Control. Any
such determination by the Board of Directors that is made after the occurrence of a Change in
Control will not be effective unless a majority of the Directors then in office are Continuing
Directors and the determination is approved by a majority of the Continuing Directors.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="11%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">13.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Amendment, Suspension, or Termination of this Plan; Amendment
of Outstanding Awards.</B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;<U>Amendment, Suspension, or Termination of this Plan</U>. The Board of Directors may
amend, suspend, or terminate this Plan at any time. Shareholder approval for any such amendment
will be required only to the extent necessary to comply with the rules of the NASDAQ National
Market System or any other exchange or quotation system on which the Common Shares are traded or
quoted, the rules and regulations related to Incentive Stock Options or any other applicable legal
requirements.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;<U>Amendment of Outstanding Awards</U>. The Committee may, in its discretion, amend the
terms of any Award, prospectively or retroactively, but no such amendment may impair the rights of
any Holder without his or her consent. The Committee may, in whole or in part, waive any
restrictions or conditions applicable to, or accelerate the vesting of, any Award.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="11%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">14.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Awards to Foreign Nationals and Employees Outside the United
States.</B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 8%">To the extent that the Committee deems appropriate to comply with foreign law or practice and
to further the purpose of this Plan, the Committee may, without amending this Plan, (i)&nbsp;establish
special rules applicable to Awards granted to Participants who are foreign nationals, are employed
outside the United States, or both, including rules that differ from those set forth in this Plan,
and (ii)&nbsp;grant Awards to such Participants in accordance with those rules.



<P align="left" style="margin-left:8%; font-size: 12pt">15. <B>Nonassignability.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">Unless otherwise determined by the Committee, (i)&nbsp;no Award granted under this Plan may be
transferred or assigned by the Holder other than by Designation of Beneficiary, or, if none, by
will, pursuant to the laws of descent and distribution, or pursuant to a qualified domestic
relations order and (ii)&nbsp;an Award granted under this Plan may be exercised, during the Holder&#146;s
lifetime, only by the Holder or by the Holder s guardian or legal representative; except that, no
Incentive Stock Option or Section&nbsp;423 Right may be transferred or assigned pursuant to a qualified
domestic relations order or exercised, during the Participant&#146;s lifetime, by the Participant&#146;s
guardian or legal representative. &#147;Designation of Beneficiary&#148; shall mean the person(s) or entity
whom the Holder has designated by a transfer on death or other designation of beneficiary to
receive the Holder&#146;s Award on the Holder&#146;s death in accordance with such procedures established
from time to time by the Committee.



<P align="left" style="margin-left:8%; font-size: 12pt">16. <B>Governing Law.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">The interpretation, validity, and enforcement of this Plan will, to the extent not otherwise
governed by the Code or the securities laws of the United States, be governed by the law of the
State of Ohio.



<P align="left" style="margin-left:8%; font-size: 12pt">17. <B>Rights of Employees.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">Nothing in this Plan will confer upon any Participant the right to continued employment by the
Company or limit in any way the Company&#146;s right to terminate any Participant&#146;s employment at will.



<P align="left" style="margin-left:8%; font-size: 12pt">18. <B>Effective and Termination Dates.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;<U>Effective Date</U>. The effective date of this Plan is November&nbsp;3, 2003, subject to
approval by shareholders at the annual meeting in 2004.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;<U>Termination Date</U>. This Plan will continue in effect until terminated by the Board
of Directors.



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