NORDSON CORP
EX-10A 1995 MGMNT INCENTIVE COMP PLAN AS AMEND '97
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<TYPE>EX-10.A
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<FILENAME>l04976aexv10wa.txt
<DESCRIPTION>EX-10A 1995 MGMNT INCENTIVE COMP PLAN AS AMEND '97
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                                                                     Exhibit 10A


                               NORDSON CORPORATION

                                 1995 MANAGEMENT
                           INCENTIVE COMPENSATION PLAN
                              AS AMENDED (FY 1997)

1.   PLAN OBJECTIVES

     The objectives of the Plan are to advance the interests of the corporation
     and its shareholders by providing executive officers incentive
     opportunities and to attract, retain and motivate outstanding personnel by:

     a.   Providing compensation opportunities that are competitive with those
          of other corporations of comparable size and value in similar
          businesses.

     b.   Focusing key executives' attention on the accomplishment of
          specifically identified Corporate objectives.

     c.   Establishing incentive pay opportunities appropriate for various
          levels of individual performance.

2.   DEFINITIONS

     For purposes of the Plan, the following definitions shall control:

     a.   "CORPORATION" - Nordson Corporation, its Divisions and subsidiaries.

     b.   "BOARD" - The Board of Directors of Nordson Corporation.

     c.   "COMMITTEE" - The Compensation Committee appointed by the Board
          consisting of non-employee Directors.

     d.   "INCENTIVE AWARD" - Awards made by the Committee under this Plan. All
          awards will be paid in cash.

     e.   "PLAN" - The 1995 Management Incentive Compensation Plan as adopted by
          the Board.

     f.   "PLAN YEAR" - The Corporation's fiscal year.

3.   ADMINISTRATION OF THE PLAN

     The Plan will be administered by the Committee. The Committee is authorized
     to interpret the Plan and to establish and amend guidelines necessary for
     Plan administration. Decisions and determinations of the Committee shall be
     binding on all persons claiming rights

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     under the Plan.

     The Committee can amend the 1995 Bonus Plan to the extent necessary to
     treat the compensation payable pursuant to the 1995 Bonus Plan as qualified
     performance-based compensation exempt from the non-deductible limitation of
     Section 162(m) of the Internal Revenue Code.

4.   DESCRIPTION OF THE PLAN

     At the end of each fiscal year the Committee establishes the base salary
     for executive officers ("Officers") of the Corporation to be in effect the
     following fiscal year, taking into consideration individual performance,
     competitive position and salary practices of "peer group" companies. The
     Committee may also adjust base salaries of Officers from time to time to
     reflect bona fide promotions or changes in responsibilities. In addition to
     their base salary, the Officers are also eligible for a cash bonus, the
     amount of which is established in accordance with the Plan.

     The Plan provides for the establishment by the Committee of target award
     levels of Incentive Awards based on the Corporation's performance against
     specific predetermined performance goals. Performance goals are established
     on a consolidated basis for Corporate performance for each Plan Year.

     At the beginning of each Plan Year, the Chief Executive Officer shall
     submit to the Committee recommendations for the Plan Year which shall
     include proposed participants and target award levels, and the Committee
     shall approve or modify these recommendations on or before the 90th day of
     such Plan Year.

     As soon as practicable after the end of the Plan Year, each participant's
     Incentive Award will be determined based on performance against the
     pre-established performance objectives, and the Committee will certify
     achievement and approve the awards before payment is made.

5.   PARTICIPANTS

     Participants will be selected by the Committee each year from among the
     Officers of the Corporation. Directors who are employees of the Corporation
     will be eligible for inclusion.

     a.   Awards under this Plan may be made only to Officers of the Corporation
          who are in a position to make significant contributions to the
          financial success of the Corporation.

     b.   The Chief Executive Officer of the Corporation shall


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          recommend to the Committee, in writing, the Officers who are to be
          participants under the Plan for each Plan Year.

     c.   Participants for each Plan Year shall be those Officers occupying
          eligible positions as set forth in Exhibit 1, which exhibit may be
          amended from time to time with approval of the Committee.

     d.   Employees who are promoted or hired into an eligible position set
          forth on Exhibit 1 (as amended from time to time) will participate in
          the Plan for such first year based on their base pay earnings
          (pro-rated) at the Corporation for the Plan Year and at the target
          award level associated with the position.

     e.   If, during the Plan Year, a participant shifts between eligible
          positions set forth on Exhibit 1 (as amended from time to time), the
          target award level for such participant for such Plan Year will be the
          average of the target award levels associated with each position held
          by the participant during the Plan Year based on the number of days in
          the year that the participant held each position.

     f.   In the event of termination of employment during a Plan Year by reason
          of disability, retirement within the provisions of the Retirement Plan
          or other policies of the Corporation, plant closing or divestiture of
          a business unit, the participant shall earn a pro-rata amount based on
          the time employed prior to termination during the Plan Year and upon
          the Corporation's actual performance against established targets
          during the entire Plan Year.

     g.   In the event of a death of a participant during the Plan Year, the
          participant's beneficiary under the Corporation's Pension Plan shall
          receive a pro-rata amount based on the time employed prior to death
          during the Plan Year and upon the Corporation's actual performance
          against established targets during the entire Plan Year.

     h.   In the event of termination of employment during a Plan Year for any
          other reason, participation in the Plan will be as determined by the
          Committee.

6.   TARGET AWARD LEVELS

     a.   The target award levels of annual Incentive Awards, expressed as
          percentages (not to exceed 150%) of each participant's base salary
          earnings during the Plan Year, will be recommended by the CEO to the
          Committee for approval, provided that the maximum

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          annual dollar award to any participant for the Plan Year which began
          on October 31, 1994 will be $950,000 and the maximum dollar award for
          each subsequent Plan Year will be 107% of the immediately preceding
          Plan Year. For example, the maximum annual dollar award for the 1996
          Plan Year is $1,016,500, and for the 1997 Plan Year is $1,087,655.
          Carrying this example forward, the maximum award for the 2005 Plan
          Year would be $1,868,794.

     b.   Target award levels shall be established by the Committee for each
          Plan Year as stated in Section 4.

7.   PERFORMANCE FACTORS

     For each Plan Year, two Company performance goals have been established,
     and are used in a formula for calculating individual Incentive Awards.
     These are as follows-

     a.   Return on Average Invested Capital (ROAIC), comprising a 50% weighting
          in the award calculation, with 8% ROAIC meriting a 0% performance
          factor, 12% ROAIC meriting a 75% performance factor, 16% ROAIC and
          above meriting a 150% performance factor; and

     b.   Profitability, measured by Earnings Per Share (EPS), comprising a 50%
          weighting in the award calculation, with an EPS equal to or less than
          the previous year meriting a 0% performance factor, a 7.5% increase in
          EPS meriting a 50% performance factor, a 15% increase in EPS meriting
          a 100% performance factor, and a 20% or higher increase in Earnings
          Per Share over the previous year meriting a 150% performance factor.

     Weighted average performance factors will be determined for participants by
     the extent of the Corporation's achievement of each of the performance
     goals for the year. Intermediate points will be determined by
     interpolation.

8.   CALCULATION OF AWARDS

     The Incentive Award of a participant for any Plan Year shall be calculated
     by multiplying the base salary earnings of the participant for the Plan
     Year (B) times the target award level (TA, expressed as a % of base salary)
     times the sum of the Return on Average Invested Capital performance factor
     (ROAIC-PF) multiplied by .5 and the Profitability performance factor
     (EPS-PF), multiplied by .5. Otherwise expressed:

              Incentive Award = B x TA x (ROAIC-PFx.5 + EPS-PFx.5)

9.   PAYMENTS OF AWARDS

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     a.   Incentive Awards shall be earned and payable in the local currency of
          the participants and shall be paid in cash not later than the first
          payroll date in January following the Plan Year in which the Incentive
          Award was earned.

     b.   The Committee will have the authority and responsibility to reduce the
          actual Incentive Award payable to a participant by up to a maximum of
          20% of the calculated Incentive Award, based upon an individual
          participant's performance.

     c.   In the event of the death of a participant, any amounts shall be paid
          as soon as practicable after the end of the Plan Year to the
          participant's designated beneficiary as provided in Article 5g.

     d.   If termination is by reason of disability or retirement within the
          provisions of the Retirement Plan or other policies of the
          Corporation, the date of payment shall be made as determined by the
          Chief Executive Officer.

10.  COMMUNICATION OF THE PLAN

     After performance results are known and the Committee certifies
     achievement, the Chief Executive Officer, or his designee, shall
     communicate to each participant the specific performance factors, the
     Incentive Award levels, and the manner in which awards will be paid.

11.  TERM OF THE PLAN

     The Plan will remain in effect until terminated by the Committee.


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