4. Compensation and Benefits During the Retention Period. During the Retention Period, Executive will be entitled to the same base salary and to the same or equivalent other elements of total direct compensation opportunity (consisting of, short and long term incentive compensation, equity grants, and executive perquisites) and employee pension and welfare benefits as that afforded to Executive by Nordson immediately before the Change-in-Control Date.
5. Termination Following a Change in Control. During the Retention Period, Executives employment with Nordson may be terminated only in accordance with one of the subsections of this Section 5. For all purposes of this Agreement, the term Employment Termination Date means the last date on which Executive is employed by Nordson.
(a) By Nordson for Cause. Nordson may terminate Executives employment under this Agreement for Cause, effective immediately upon giving notice of termination, if:
(i) Executive commits a felony or an act or series of acts that results in material injury to the business or reputation of the Company or any subsidiary; or
(ii) Executive willfully fails to perform his duties of employment, if such failure has not been cured in all material respects within thirty (30) days after the Company or any subsidiary, as applicable, gives written notice thereof; or
(iii) Executive breaches any material term, provision, or condition of employment, which breach has not been cured in all material respects within thirty (30) days after the Company or any subsidiary, as applicable, gives written notice thereof; or
(iv) Executive materially fails to comply with the Companys Code of Business and Ethical Conduct.
(b) By Nordson without Cause. Nordson may terminate Executives employment under this Agreement without Cause at any time, effective immediately upon giving notice of that termination.
(c) By Executive for Good Reason. Subject to compliance with the notice and opportunity for cure requirements set forth at the end of this Section 5(c), Executive may terminate his employment under this Agreement for Good Reason if any of the following circumstances occurs during the Retention Period without Executives express written consent:
(i) a material and adverse change in the authorities, powers, functions, or duties attached to Executives position from those authorities, powers, functions, and duties as they existed immediately before the Change-in-Control Date (but a change in the office or officer to whom Executive reports will not, in itself, be deemed to be a material adverse change in Executives authorities, powers, functions, or duties for these purposes); or
(ii) a reduction in Executives annual base salary from that provided immediately before the Change-in-Control Date, without Executives prior consent;
(iii) a material failure by Nordson to make available to Executive compensation plans, employee pension plans, and employee welfare benefit plans (collectively, Plans) and
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