Exhibit 10.1

 

March 2, 2019

George Fotiades

281 Summit Ave.

Summit, New Jersey 07901

Re: Offer of Employment

Dear Mr. Fotiades:

Cantel Medical Corp. is pleased to offer you employment in the position of President and Chief Executive Officer, based out of our offices in Little Falls, New Jersey. In this position, you will report to the Board of Directors of Cantel. It is anticipated that your start date will be March 4, 2019.

In addition to your position as President and CEO, you will continue to serve as a director on Cantel’s Board of Directors. As you will no longer be deemed an independent director, you will not serve as a member of any Board committee. In addition, you will not receive any compensation as a director.

    

Salary

Your starting annual salary will be $850,000, paid bi-weekly (less applicable taxes, withholdings and deductions). This position is considered exempt from the overtime provisions of state and federal wage and hour laws.

Management Incentive Compensation Program

In addition, you will be eligible to participate in Cantel’s Management Incentive Compensation Program (MICP). Your MICP bonus target level will be set at 100% of your base salary, pro-rated in the first fiscal year according to the MICP Terms and Conditions. Your MICP bonus for FY2019 will be performance-based consistent with the MICP metrics applicable to other executive officers of the Company. A more detailed description of the MICP bonus target is set forth in the FY2019 Executive Compensation Memo accompanying this letter (the “Compensation Memo”).

Sign-On Stock Award

Effective as of your start date, you will receive restricted stock units (“RSUs”) having an aggregate value of $2.6 million based on the closing price of Cantel stock on the NYSE on the first business day immediately preceding your start date. One-half of the RSUs will be time-based, vesting over the 3-year period commencing on the first anniversary of the grant date. The other half will be performance-based consistent with the performance metrics of the LTI awards granted to executives in October 2018. The performance-based RSUs will vest on October 10, 2021. All of the awards are subject to the terms and conditions of the RSU Agreements covering the LTI grants as well as the Company’s 2016 Equity Incentive Plan. A more detailed description of the above stock awards is set forth in the Compensation Memo.

Restricted Stock Units

Subject to formal approval of the Compensation Committee, commencing in October 2019 you will be eligible for annual RSU awards. It is anticipated that the October 2019 grants will be comprised of both time-based and performance-based RSUs with an aggregate value of not less than $2.6 million. The performance-based RSUs will have criteria determined by the Compensation Committee. The RSU awards will be subject to the terms and conditions of the related RSUs grant agreement and the 2016 Equity Incentive Plan, as well as any additional terms and conditions determined by the Compensation Committee.

After you begin employment, you will be provided with additional information regarding the company’s benefits policies and plans. The company reserves the right to amend, modify or terminate (in whole or in profit) its benefits policies and plans.

At-Will Employment and Other Terms and Conditions

If you accept this offer of employment, you agree that your employment will at all times be at-will, which means that you and the company are both free to terminate the employment relationship at any time, with or without cause. You will have no guaranteed or definite period of employment. Although your job duties, title, compensation rate, benefits and other terms and conditions of your employment and the company’s various policies, procedures and plans may change from time to time, the “at-will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the company. Additionally, as an employee, you will be required to comply with all applicable rules, policies and procedures of the company, including, but not limited to, those set forth in the Employee Handbook.

This offer of employment and any subsequent employment by the company are contingent upon, among other things, the following: receipt of a counter-signed and dated original of this offer letter and the enclosed Confidentiality, Non-Solicitation and Inventions Agreement; attainment of satisfactory results (as determined by the company) on drug screening.

This offer letter supersedes and replaces any and all prior offers and/or agreements regarding your employment with the company. By accepting this offer, you acknowledge and agree that you are not relying on any statements, promises or representations (oral or written) made by any employee, agent or representative of the company that are not expressly set forth in this letter. Additionally, by signing this offer letter and accepting this offer of employment, you represent and warrant that you are not subject to any kind of non-competition covenant or agreement that would prohibit you from being employed by the company and/or performing the duties of the position offered to you in this offer letter.

Acceptance of Offer

If you would like to accept this offer, please counter-sign and date this offer letter in the spaces provided below and sign and date the enclosed Confidentiality, Non-Solicitation and Inventions Agreement and return both original documents to me. Please retain copies for your files. If you have any questions or require additional time to consider this offer, please do not hesitate to contact me .

George, we are very excited to have you join Cantel as our President and CEO, and we look forward to your favorable response!

Sincerely,

CANTEL MEDICAL CORP.

By: _____________________________

Charles M. Diker

Chairman of the Board

I Agree to the Terms and Conditions Set Forth in this Letter:

_________________________________          _____________________

George Fotiades                       Date

Enclosures:

Confidentiality, Non-Solicitation and Inventions Agreement

Exhibit 10.2

 

To:      Jorgen B. Hansen

From:      George Fotiades

Date:      March 4, 2019 (Revised on March 8, 2019)

RE:      SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”)

Jorgen, this letter confirms that your employment with Cantel Medical Corp. (the “Company”) will end effective today, March 4, 2019 (the “Separation Date”), regardless of whether you execute this Agreement (or the date of your execution of this Agreement). This letter also confirms your final pay and benefits as well as the separation benefits you will receive if you sign and return the original of this Agreement to the Company (as instructed below) and do not rescind the release of ADEA Claims (as defined below) under Section 14 of this Agreement, in the time frames noted below and abide by all other terms of this Agreement. All payments made to you under this Agreement are subject to applicable withholdings, taxes and deductions; and all cash payments will be paid through the Company’s payroll system in the ordinary course. This Agreement supersedes and replaces the Separation Agreement and General Release dates March 4, 2019.

1. Final Pay and Benefits . Regardless of whether you sign and return this Agreement, you will receive the final pay and benefits set forth in this Section 1 as follows:

2. Separation Package . You and the Company, entered into an Amended and Restated Executive Severance Agreement, dated August 1, 2016 (the “Severance Agreement”). The termination of your employment constitutes a termination without Cause as that term is defined in the Severance Agreement, which would have made you eligible for certain severance pay and benefits under the Severance Agreement. You acknowledge and agree that the severance pay and benefits provided to you pursuant to this Agreement are greater that the severance pay and benefits for which you would have otherwise been eligible under the Severance Agreement. In consideration for the enhanced benefits provided for in this Agreement, you have agreed to forego eligibility for and entitlement to any and all severance pay and other benefits under the Severance Agreement and to terminate the Severance Agreement, and supersede and

replace the Severance Agreement with this Agreement. Accordingly, in addition to the final pay and benefits addressed in Section 1 above, the Company will provide you with the severance pay and benefits set forth in this Section 2 (the “Separation Package”) to which you would not otherwise be entitled, provided that you: (i) sign and return the original of this Agreement to Cantel Medical Corp. (Attention: General Counsel) within 21 days following the Separation Date; (ii) do not rescind the release of ADEA Claims under this Agreement during the Rescission Period (defined below in Section 14 of this Agreement); and (iii) abide by all other terms of this Agreement:

You will not be granted any new RSAs, RSUs or other equity awards after the date hereof.

_______________________

For purposes of this chart, the terms below have the following meaning:

(ii)     “Accelerated and paid” means that the RSA will fully vest, no longer be subject to forfeiture, and be paid as of the Separation Date. “Accelerate” means the same except that it won’t be paid until the Vesting Date indicated in column 4 of the chart.

    

Notwithstanding the preceding paragraph, if the Company determines that all or a portion of the payment of the COBRA premiums under this Section would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying the COBRA premiums, the Company shall impute the equivalent amount into your income throughout the COBRA Payment Period. Such payment will be subject to applicable withholdings. By your signature below, you acknowledge and agree that the Company may modify or terminate its group health plans at any time and that, notwithstanding the above, you shall have the right to participate in the Company’s group health plans only in accordance with the applicable plan documents. You further agree to promptly provide the Company notice if you become covered or eligible to be covered under a group health plan of your employer or your spouse’s employer.

3. General Release of Claims . (a) By signing this Agreement, you agree that the Separation Package, and other benefits set forth in this Agreement constitute adequate consideration for your release and waiver of claims as set forth below.  For valuable consideration you receive from the Company pursuant to this Agreement, you, on behalf of yourself and your heirs, executors, administrators, trustees, representatives, successors and assigns (collectively, the “Releasors”) hereby release, waive and forever discharge all claims, demands, causes of actions, administrative claims, obligations, liabilities, claims for punitive or liquidated damages or penalties, any other damages, any claims for costs, disbursements or attorney’s fees, any individual or class action claims, and any other claims or demands of any nature whatsoever, whether asserted or unasserted, known or unknown, absolute or contingent that you or any of the other Releasors have or may have against the Company, any parent, subsidiary, division, affiliated or related entities, its and their present and former officers, directors, shareholders, trustees, employees, agents, attorneys, insurers, representatives and consultants, and the current and former trustees and administrators of any pension or other benefit plan applicable to the employees or former employees of any of them, and the successors, predecessors and assigns of each (collectively “Releasees”), arising out of, or in any manner based upon, or related to, any act, occurrence, transaction, omission or communication that transpired or occurred at any time on or before the date of your signing of this Agreement. 

Without limitation to the foregoing, you specifically release, waive and forever discharge the Releasees from and against: any and all claims arising out of or relating to your employment by the Company (and/or by any of the other Releasees), the terms and condition of such employment and/or the termination of such employment; any and all claims that arise under the U.S. Constitution, the New Jersey Constitution, the New Jersey Law Against Discrimination, N. J. Rev. Stat. § 10:5-1 et seq., the New Jersey Family Leave Act, N.J.

Stat. § 34:11B-1 et seq., the New Jersey Conscientious Employee Protection Act, N.J. Stat. § 34:19-1 et seq ., any claims under any other New Jersey or other state or local anti-discrimination, employment or human rights laws or regulations, or any other New Jersey or other state or local law, ordinance or regulation, any claims under any other state or local law, ordinance or regulation, any claims under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq ., Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq ., the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq ., the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq ., the Equal Pay Act, the federal Family and Medical Leave Act, 29 U.S.C. § 2601 et seq ., the National Labor Relations Act, 29 U.S.C. § 151 et seq ., the Genetic Information Nondiscrimination Act, 42 U.S.C. § 2000ff et seq ., the Sarbanes-Oxley Act, 15 U.S.C. § 7201 et seq ., the Fair Labor Standards Act of 1938, 29 U.S.C. § 201 et seq., and any amendments to any of the above; any and all claims arising under any other local, state or federal constitution, statute, ordinance, regulation or order, or that involve claims for discrimination or harassment based on age, race, religion, creed, color, national origin, ancestry, affectional or sexual orientation, sexual preference, gender identity or expression, military or veterans status, sex, disability, marital status, pregnancy, genetic information, or any other legally protected category or characteristic; any and all claims for wages, salary, commissions, expense reimbursement, or other compensation; any and all claims for retaliation, reprisal, wrongful discharge, breach of contract (express or implied); any and all whistleblower claims under any federal, state or local law or regulation or under common law; and/or any other tort, contract or other statutory or common law cause of action, including, without limitation, any claims for attorneys’ fees, costs or disbursements.

(b)    The Company acknowledges and agrees that for and in consideration of your execution and delivery of this Agreement, the Company, for itself and for its, successors and assigns (collectively referred to for purposes of this General Release as the “Cantel Releasors"), hereby forever releases and discharges you and your successors and assigns (collectively referred to as the "Hansen Releasees"), from all claims, demands, causes of action, liabilities of any kind whatsoever (upon any legal or equitable theory, whether based on any federal, state or local constitution, statute, ordinance, regulation, common law, court decision or otherwise), whether known or unknown, asserted or unasserted, which any of the Cantel Releasors ever had, now have, or hereafter may have against any of the Hansen Releasees by reason of any actual or alleged act, omission, transaction, practice, policy, conduct, occurrence and/or other matter from the beginning of the world up to and including the date that you sign this Agreement.

The foregoing general release provided by the Company specifically excludes and does not apply to (i) your obligations arising under this Agreement and/or claims arising from any breach (or alleged breach) of this Agreement, or (ii) claims based upon any knowing or intentional violation by you of any applicable Federal state or local law or regulation or any applicable code of conduct or code of ethics of the Company or (iii) claims brought by a third party against the Company to the extent related to willful, negligent or wrongful acts of you (other than with respect to claims to which you are entitled to indemnification by the Company).

4. Release of Unknown Claims. You understand that this release extends to all of the aforementioned claims and potential claims, whether now known or unknown, suspected or unsuspected.

5. Excluded Claims. You are not, by signing this Agreement, releasing or waiving (i) any vested interest you may have in any stock grants, stock options or other forms of equity awards, 401(k) or other retirement plan by virtue of your employment with the Company, subject to the terms and conditions of the applicable plans, any grant or award agreement and applicable law,  (ii) any rights or claims that may arise after this Agreement is signed by you, (iii) the right to institute legal action for the purpose of enforcing the provisions of this Agreement, (iv) any right you may have to apply for any state unemployment insurance benefits, (v) any workers compensation benefits to which you may be entitled under applicable law, (vi) any rights to indemnification under any agreement with the Company, any certificate of incorporation or by laws (or comparable organizational document) of the Company or any applicable insurance policy of the Company with respect to acts or omissions by you occurring or alleged to have occurred during the course of your employment by the Company (and/or by any of the other Releasee entities), subject to the applicable definitions, terms and conditions of any such agreement, certificate of incorporation, by laws (or comparable organizational document), insurance policy and applicable law, or (vii) any rights for continuation coverage under

COBRA. Additionally, nothing in this Agreement waives or otherwise limits your right to: file a charge or complaint with the U.S. Equal Employment Opportunity Commission (“EEOC”) (and/or with any other government agency); testify, assist or participate in any investigation, hearing or proceeding conducted by the EEOC (and/or by any other government agency); or challenge under the Older Workers Benefit Protection Act (“OWBPA”) (29 U.S.C. § 626) the knowing and voluntary nature of your release of any claims that you may have under the ADEA. However, neither the immediately preceding sentence nor any other provision in this Agreement constitute a waiver of any kind by any of the Releasees of their right to assert the Release set forth in this Agreement as a defense to any charge or complaint filed with the EEOC, any other government agency, any court, and/or any other tribunal. Additionally, you hereby waive any right to, and agree that you will not accept, any monetary award or recovery resulting from a filing of a charge or complaint by or with the EEOC, any other government agency, any court, and/or any other tribunal against the Company (and/or against any of the other Releasees) asserting or alleging any claim, demand or cause of action that has been released or waived in this Agreement. In addition, for the avoidance of doubt, nothing in this Agreement shall be interpreted to limit your right to receive an award to which you may be entitled for information provided to the U.S. Securities and Exchange Commission (“SEC”), the U.S. Commodity Futures Trading Commission (“CFTC”), or equivalent state securities enforcement agencies.

6. Cooperation on Transition of Business . You agree that you will provide to the Company at any time upon the Company’s reasonable request on or following the Separation Date, information deemed necessary by the Company to ensure an orderly transition of your position. You agree to also provide a list of any current action items with key customers and/or vendors or external communication follow up with customers or vendors that need to occur to ensure continuation of business. You also agree to cooperate with the Company in the transition of work responsibilities.

7. Return of Property . You acknowledge by your signature to this Agreement that as of the date you sign this Agreement you have returned to the Company all property of the Company, or any related entity, including laptops, smartphones, cell phones, tablets, external storage devices, any other electronic devices and equipment, or any other property issued to you during the course of employment and all documents, files, correspondence, emails and other electronic communications, reports, materials, legal documents, contracts, marketing materials, and other items, whether in hard copy, on DVD, disc, flash drive or other storage mechanism, or on any electronic device, or otherwise, including all copies, which belong to the Company or any related entity or are related to the business of, or the services you performed for, the Company or any related entity, for any customer, including but not limited to any property, documents, files, correspondence, emails and other electronic communications, reports, materials, legal documents, contracts, marketing materials, and other items containing trade secret, proprietary or confidential information and materials.

8. Confidentiality of Agreement . This Agreement, its terms, conditions and existence are strictly confidential, and you agree that you will not divulge or disclose this Agreement, its terms or existence in any way to any person, other than to your spouse, children, legal or tax advisor, the state unemployment compensation authorities, the taxing authorities, or the Company and/or any of the other Releasees, except as required by law. Should you choose to divulge or disclose the terms, conditions and/or existence of this Agreement to any person permitted to receive the information, other than governmental agencies, or Human Resources and Legal personnel of the Company, you must ensure that the person will be similarly bound to keep the terms, conditions and existence of this Agreement confidential. Nothing in this Agreement prevents you from providing a copy of this Agreement to a governmental agency, including the EEOC.

9. Non-Disparagement . You agree that you will not make any material disparaging or negative remarks, whether oral or in writing, regarding the Company, or their respective officers, directors, employees or affiliates, or their respective operations, products and/or services. Neither this Section nor any other provision of this Agreement affects or restricts your obligation to provide good faith truthful information in connection with an application for state unemployment compensation benefits, or to provide any other good faith truthful information required in response to a government inquiry, in response to a valid subpoena or court order, in an action to enforce the terms of this Agreement, or as otherwise specifically required by law. In addition, neither this Section nor any other provision of this Agreement affects or restricts your obligation to provide good faith truthful information in connection with the filing of a claim or charge with, or an investigation, hearing or proceeding conducted by, a governmental agency, including the SEC,

the CFTC, the EEOC or similar state agencies. You acknowledge and agree however (as indicated above in the General Release of Claims section of this Agreement) that you will not be entitled to recover any award of money, compensation, costs, attorney’s fees or damages whatsoever from the Company or any of the other Releasees in connection with any charge of discrimination or other claim that has been released and/or waived under Section 3 of this Agreement or if you have such a charge or claim filed on your behalf, and you agree that the Separation Package that you receive or for which you are eligible under this Agreement fully and completely compensates you for any and all claims you may have against the Company or any of the related entities and individuals released in the General Release of Claims section of this Agreement. The Company agrees to instruct each member of the Board of Directors during their respective periods of service as a director with the Company to refrain from making any disparaging statements (written or oral) about you, with the exceptions of: statements made to any government agencies; statements made in connection with any court order, subpoena, other legal process or any legal proceeding; statements made to any internal or external auditors; and/or statements made internally to the Company for any legitimate business purpose.

10. Return of Separation Package . You will not receive the Separation Package described in this Agreement, and you will be required to return any such payments or benefits included in the Separation Package made to you or on your behalf if you (i) do not sign this Agreement and return the original of this Agreement in the time period specified in this Agreement, (ii) rescind the release of ADEA Claims under this Agreement after signing the Agreement, (iii) violate any of the terms and conditions set forth in this Agreement, including but not limited to the confidentiality requirements set forth above in this Agreement, or (iv) if you intentionally and materially breach any provision of the Confidentiality and Non-Competition Agreement between you and the Company dated as of November 15, 2012 (the “Confidentiality Agreement”) and fail to cure such breach (if curable) within thirty (30) days. The remedies provided for in this Section 10 are in addition to any other remedies that may be available to the Company under law or equity.

11. Binding Effect . This Agreement is final and binding upon and inures to the benefit of the parties (including the Releasees) and their respective successors and legal representatives and permitted assigns, and together with the applicable provisions of the Confidentiality Agreement (defined above) constitutes the complete and exclusive statement of the terms and conditions of the termination of your employment with the Company. You acknowledge and agree that this Agreement supersedes and replaces the Severance Agreement and that the Severance Agreement is hereby terminated and is null and void. You further acknowledge that you have not relied on any representations or statements, whether oral or written, other than the express statements of this Agreement (and the applicable provisions of the Confidentiality Agreement), in signing this Agreement. With the exception of the Confidentiality Agreement, this Agreement supersedes and merges all prior negotiations, agreements and understandings between the Company and you, if any. No modification, release, discharge, or waiver, of any provision of this Agreement shall be of any force or effect unless made in writing and signed by the Company and you, and specifically identified as an amendment, modification, release, or discharge of this Agreement. If any term, clause, or provision of this Agreement is determined for any reason by a court of competent jurisdiction to be invalid, unenforceable, or void, the determination shall not impair or invalidate any of the other provisions of this Agreement, all of which shall be performed in accordance with their respective terms. However, if any of the waivers and releases set forth in Section 3 of this Agreement are held to be invalid, void and/or unenforceable by a court or arbitrator then: the remaining waivers and releases shall remain fully valid and enforceable and, upon request by the Company, you shall immediately duly execute and deliver to the Company a release and waiver that is legal and enforceable to the fullest extent of the law.

12. Signing Period . By your signature to this Agreement, you acknowledge and agree that you have been given a period of at least twenty-one (21) calendar days following the Separation Date to consider this Agreement prior to signing it and that you have not signed it until the Separation Date or within 21 days thereafter. If you have signed it prior to the expiration of the twenty-one (21) day period, you are acknowledging that you have done so knowingly and voluntarily and on the advice of your own attorney at your expense and that the Company has in no way requested, asked or required that you sign this Agreement prior to the expiration of the twenty-one (21) day period. By your signature you also acknowledge and agree that the Company has advised you to consult with an attorney of your choice at your expense prior to signing this Agreement and you have done so, or chosen not to do so, of your own accord. You further agree that any modifications made to this Agreement, material or otherwise, do not restart or affect in any manner the consideration period of at least twenty-one (21) calendar days. The Company will reimburse you for your

legal fees up to a maximum of $6,500 upon presentation of a detailed invoice in a form reasonably directed by the Company.

13. Post-Termination Confidentiality, Non-Compete and Other Obligations . By signing this Agreement, you acknowledge and agree that the post-termination obligations and provisions of the Confidentiality Agreement will continue in full force and effect according to the applicable terms of the Confidentiality Agreement following your termination. By signing this Agreement, you represent that you have complied with all obligations, terms and provisions of the Confidentiality Agreement and will continue to comply with the obligations that survive termination of your employment.

14. Right to Rescind Release of ADEA Claims . You are hereby notified of your right to rescind the release of claims in regard to claims arising under the Federal Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq. (“ADEA Claims”) within seven (7) calendar days after signing this Agreement (the “Rescission Period”). To be effective, the rescission must be in writing and delivered to Cantel Medical Corp., 150 Clove Road, Little Falls, NJ 07424 by hand, email (enodiff@cantelmedical.com), or mail. If delivered by mail, the rescission must be postmarked within the required period, properly addressed to the Company, as set forth above, and sent by certified mail, return receipt requested, or recognized overnight courier. It is further understood that, if you rescind the release of ADEA Claims in accordance with this Section, or if you decide not to sign this Agreement, the Company shall have no obligation to provide the Separation Package to you under Section 2 of this Agreement, and you shall be required to return or repay any payments or benefits included in the Separation Package already received or made on your behalf.

15. Governing Law; Jurisdiction . This Agreement will be governed by and construed in accordance with the laws of the State of New Jersey without regard to principles of conflicts of laws. As to any dispute concerning or arising out of this Agreement, each of the Company and you hereby expressly consent to personal jurisdiction in the State of New Jersey, hereby submit to the exclusive jurisdiction of the state and federal courts located in the State of New Jersey, County of Passaic, and further agree not to assert that any action brought in such jurisdiction has been brought in an inconvenient forum or that such venue is improper. To the extent permitted by law, any and all claims asserted in such an action shall be adjudicated by a judge sitting without a jury.

16. Tax Consequences . Notwithstanding any action the Company takes under Section 2 with respect to any or all income tax, payroll tax, or other tax-related withholding with respect to payments under this Agreement, the ultimate liability for all taxes with respect to such payments is and remains your responsibility and the Company (i) makes no representation or undertakings regarding the treatment of any tax-related items in connection with this Agreement, and (ii) does not commit to structure the payments to reduce or eliminate your liability for any taxes with respect to the payments.

17. Section 409A . This Agreement, and any payment hereunder, is intended to be exempt from Section 409A of the Internal Revenue Code (“Section 409A”) under the short-term deferral and separation pay plan exemptions to the maximum extent permitted by Section 409A. However, to the extent that this Agreement or any payment hereunder is subject to Section 409A, the Agreement will be construed and interpreted in a manner that is consistent with the requirements of Section 409A. For these purposes, each “payment” (as defined by Section 409A) made under this Agreement shall be considered a “separate payment.” Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event will the Company, its divisions and affiliates nor their respective directors, officers, employees or advisers be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with Section 409A.

If this Agreement (or any portion thereof) is subject to Section 409A and any amount subject to Section 409A becomes payable as a result of your “separation from service” (as defined under Section 409A) and at such time you are a “specified employee” (as defined under Section 409A), payment of such amount shall be delayed and shall be paid (without interest) on the first day of the seventh calendar month following the date of your “separation from service.” Further, in the event that the period of time given to consider a release agreement spans two years, to the extent a

payment is subject to the execution of the release and to Section 409A, the payment may not be made earlier than January 1 of the second year.

18. Resignations. Effective as of the Separation Date, you will be deemed to have resigned from any and all of your director positions and offices with the Company and any and all of its parents, subsidiaries, affiliates and divisions. However, upon the reasonable request of the Company, you agree to sign and return to the Company any formal resignations of Cantel affiliates provided by the Company.

19. Severability . If any one or more of the provisions of this Agreement is held invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision that comes closest to the intent of the parties.

20. D&O Insurance . You will continue to be entitled to any rights to insurance and indemnification under the Company’s directors and officers liability insurance (“D&O Insurance”), Certificate of Incorporation, and Bylaws, as in effect on the date hereof (or rights to insurance and indemnification that are substantially the same thereto), with respect to any claims relating to the period of your employment on or before March 4, 2019. Additionally, any and all D&O Insurance policies obtained by the Company following the Separation Date that are “claims made” polices will cover you to the same extent as other former officers of the Company.

[Remainder of page intentionally left blank.]

Jorgen, your signature below indicates that you have carefully read, understand and agree to all terms and provisions of this Agreement in its entirety. Your signature further indicates that you have had a sufficient and reasonable amount of time prior to signing this Agreement to ask questions regarding this Agreement, that you have been advised to seek legal advice, and that you have signed this Agreement as a free and voluntary act.

If you wish to receive the Separation Package set forth above in this Agreement, you must sign and return the original of this Agreement to the Company by hand or by mail (or overnight courier) on or within 21 days following the Separation Date.

Sincerely,

CANTEL MEDICAL CORP.

By: ___________________________________________________

George Fotiades, President and CEO

[Balance of page intentionally left blank. Your signature page to follow.]

        

I am signing this Separation Agreement and General Release no earlier than the Separation Date as defined above and no later than close of business on the 21 ^st day thereafter.

________________________________            ________________________________                

Date                            Jorgen B. Hansen

EXHIBIT A

CONSULTANT AGREEMENT

This CONSULTANT AGREEMENT (this “Agreement”) is effective as of March 5, 2018 (the “Effective Date”), by and between Cantel Medical Corp. (the “Company”) and Jorgen B. Hansen, an independent consultant (the “Consultant”). The Company and Consultant are collectively referred to as the “Parties” and individually as a “Party” in this Agreement.

WHEREAS, the Company desires to engage Consultant to perform certain consulting services for the Company, and Consultant desires to accept such engagement, pursuant to the terms .and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1

SERVICES AND FEES

1.1     Services . Consultant will provide consulting services for the Company described on Exhibit A hereto (the “Services”) on the terms and conditions set forth herein. Consultant will take direction from George Fotiades, President and CEO of the Company, and his designees. Consultant will have the right to determine how he will provide the services. The Company acknowledges that the Services will be provided on a part time basis as determined by Consultant in consultation with Mr. Fotiades. Consultant will provide the Services independently and without use of Company personnel or other resources except to the extent approved in advance by the Company (e.g., pertinent files, electronic documents, etc.).

1.2     Compensation . In consideration for the Services rendered by the Consultant hereunder, the Company agrees to pay Consultant a fixed consulting fee of $70,812.50 per month during the term of this Agreement. Payment will be made within ten (10) days following receipt of an invoice from Consultant following the end of each month, or as the parties may otherwise agree. In addition, the Company will pay all of Consultant’s reasonable travel, food and related expenses incurred in connection with any specific Services requested by the Company, but only to the extent approved in advance by the Company.

ARTICLE 2

INDEPENDENT CONSULTANT RELATIONSHIP

2.1     Independent Consultant Status . To the fullest extent permitted by law, Consultant will be an independent Consultant hereunder. Consultant will not be deemed an agent, employee, or servant of the Company. Neither the Company nor Consultant will have any right to act on behalf of or bind the other Party for any purpose. Consultant is authorized only to provide the Services in accordance with the terms of this Agreement. Consultant does not have the right to enter into any contract or agreement (whether written or oral) on behalf of the Company. Consultant is not authorized to make any commitments or create any obligation on the Company’s behalf.

2.2     No Employee Benefits . Consultant (a) acknowledges and agrees that Consultant will not receive or be eligible to receive from the Company or any of its affiliates or subsidiaries any benefits provided to employees of the Company or any of its affiliates or subsidiaries; (b) hereby declines all offers of employee benefits from the Company or its affiliates or subsidiaries; and (c) to the extent permitted by law, waives any and all rights and claims to such employee benefits. The foregoing will not nullify or otherwise affect any obligation the Company has to Consultant under the Confidential Retirement Agreement and General Release of even date herewith.

2.3     Tax Treatment . Consultant will be solely responsible to pay any and all state, local and/or federal income, Social Security and unemployment taxes payable with respect to all compensation payable to Consultant under

this Agreement. The Company will not withhold any taxes or issue W-2 forms for Consultant, but will provide Consultant with a Form 1099 if and as required by law.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1     Consultant’s Representations, Warranties and Agreements .

3.1.1    Consultant represents and warrants to the Company that (a) all Services provided hereunder will be performed to the best of his ability with the highest standards of care, skill and diligence used by persons who are skilled, trained and experienced with respect to the Services to be provided hereunder; (b) neither the execution of this Agreement nor the performance of his obligations hereunder will violate any other agreement pursuant to which Consultant may be a party; and (c) Consultant has the right and authority to execute, deliver and perform this Agreement, and that he is not, and during the term of this Agreement will not be, a party to any agreement, contract or undertaking which would restrict or prohibit him in any way from undertaking or performing or discharging any of his duties and responsibilities under this Agreement.

3.1.2    Consultant represents that he has no conflicts of interest in the performance of Services hereunder and that if any such conflicts arise during the term of this Agreement, he will promptly disclose them to the Company.

3.1.3    The compensation paid hereunder has been established through good faith and arms-length bargaining and represents the fair market value of the Services rendered.

ARTICLE 4

COMPLIANCE WITH LAWS

4.1     Compliance with Laws . In connection with the performance of Services pursuant to this Agreement, Consultant will comply with the provisions of all applicable state, local and federal laws, regulations, ordinances, requirements and codes. Consultant further agrees to comply with the Company’s policy of maintaining a business environment free of all forms of discrimination including sexual harassment.

ARTICLE 5

NON-DISCLOSURE; NON-USE; AND NON-COMPETE

5.1     Confidential Information . The term “Confidential Information” means all information (whether or not specifically labeled or identified as confidential), in any form or medium, that is disclosed to, or developed or learned by, Consultant in connection with the performance of the Services hereunder, and that relates to the business, products, research or development of the Company or its affiliates, suppliers, clients, customers or prospects. Confidential Information will not include any information that Consultant can demonstrate (a) is publicly known through no wrongful act or breach of any obligation of confidentiality; (b) was received by Consultant from a third party not in breach of any obligation of confidentiality; or (c) was independently developed by Consultant without any use of any Confidential Information. Within five (5) business days of the termination of this Agreement, Consultant will return to the Company all Confidential Information and all other properties of the Company.

5.2     Agreement to Maintain Confidentiality . Consultant acknowledges and agrees that he will have access to and contribute to Confidential Information and that he intends to protect the legitimate business interests of the Company. Consultant agrees that, during the term of this Agreement and at all times thereafter, he will not use for his benefit or the benefit of any other person, and will not disclose to any other person or entity, any Confidential Information, except to the extent such use or disclosure is required in the performance of the Services, pursuant to Section 5.3 of this Agreement, or is made with the Company’s prior written consent. Consultant will use his best efforts and utmost diligence to safeguard the Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft.

5.3     Required Disclosures . In the event that Consultant is required by law or court order to disclose any Confidential Information, Consultant will (a) promptly notify the Company in writing and in no event no later than five business days prior to any such disclosure; (b) cooperate with the Company to preserve the confidentiality of such Confidential Information consistent with applicable law; and (c) use Consultant’s best efforts to limit any such disclosure to the minimum disclosure necessary to comply with such law or court order.

5.4     Covenant Not To Compete . During the term of this Agreement, Consultant will be free to pursue other consulting engagements, provided that Consultant will not, directly or indirectly, either alone or in association with others: (a) develop, design, market, sell or render products or services which are in any way competitive with Company’s products in the United States or Canada, (b) solicit or accept business from any previous or prospective client or customer of the Company, or (c) solicit any of the employees or consultants of the Company to leave the employ of the Company. Consultant agrees that the foregoing limitations are reasonable and do not preclude Consultant from pursuing his livelihood. However, if any such limitation is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time, over too great a range of activities or in too broad a geographic area, it will be interpreted to extend only over the maximum period of time, range of activities or geographic area, as the case may be, as to which it may be enforceable.

5.5     Conflict in Terms . To the extent any of the terms and conditions in this Section 5 conflict with the terms and conditions of the Confidentiality and Non-Competition Agreement between Consultant and Cantel dated as of November 15, 2012 (the “Confidentiality Agreement”), the terms and conditions of the Confidentiality Agreement will control.

ARTICLE 6

TERM

6.1     Term . This Agreement will be effective for the two-month period ending August 31, 2019.

ARTICLE 7

MISCELLANEOUS

7.1     No Future Agreements . Consultant acknowledges that the Company makes no promise regarding the renewal or extension of this Agreement or future agreements, or any promise of present or future use of Consultant.

7.2     Assignments; Waiver . This Agreement may not be assigned by Consultant, in whole or in part, without the prior written consent of the Company.

7.3     Governing Law . This Agreement will be governed by and construed in accordance with, the laws of the State of New Jersey, without giving effect to any principles of conflicts of law.

7.4     Severability; Survival . If any provision of this Agreement is held or declare to be prohibited or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Agreement.

7.5     Entire Agreement; Amendments; Counterparts . This Agreement contains the entire agreement between the Parties hereto with respect to the subject matter hereof and supersedes any previous understandings or agreements, whether written or oral, in respect of such subject matter. The language used in this Agreement will be deemed to express the mutual intent of the Parties, and no provision of this Agreement will be presumptively construed against any Party. This Agreement may only be amended by a written instrument executed by the Parties hereto. This Agreement may be signed in one or more counterparts, each of which will constitute one and the same instrument.

7.6     Separation Agreement . Prior to the engagement of Consultant hereunder, Consultant was the President and Chief Executive Officer of the Company. In connection with the end of Consultant’s employment with the Company, the Company offered Consultant a Separation Agreement and General Release dated March 4, 2019 (as amended on March 8, 2019) the “Separation Agreement). In the event that Consultant (i) does not execute and deliver the Separation

Agreement in accordance with the terms thereof or (ii) executes and delivers the Separation Agreement but thereafter rescinds such agreement in accordance with the terms thereof, this Agreement will automatically and immediately become null and void and no amounts will be due to Consultant hereunder.

IN WITNESS WHEREOF , the Parties have executed this Agreement as of the Effective Date.

CANTEL MEDICAL CORP.

By:_________________________________

Name: George Fotiades

Title: President and CEO

CONSULTANT

__________________________________

Jorgen B. Hansen

EXHIBIT A

Consultant will provide cooperation and assistance to the Company in connection with its transition to the Company’s new President and Chief Executive Officer.

 

Exhibit 10.3

CONFIDENTIALITY, NON-COMPETITION, NON-SOLICITATION

      AND INVENTIONS AGREEMENT       

This CONFIDENTIALITY, NON-COMPETITION, NON-SOLICITATION AND INVENTIONS AGREEMENT (the “Agreement”) is made and entered into by and between Cantel Medical Corp. (the “Company”) and George Fotiades (the “Employee”).

As a condition to, and in consideration of, the Employee’s at-will employment by the Company, as well as in consideration of the covenants and promises contained herein, the Company and the Employee agree as follows:

1.1     Company Entities. The term “Company Entities” means the Company and any and all of its parents, subsidiaries, affiliates and divisions and any and all predecessors, successors and assigns of the Company and any of their parents, subsidiaries, affiliates and divisions.

1.2     Competitor(s) . The term “Competitor(s)” means any person(s) or entity(ies) that is (are) engaged in, or is (are) preparing to become engaged in, any business in which any of the Company Entities is engaged or preparing to become engaged.

1.3     Confidential Information . The term “Confidential Information” means information concerning any of the Company Entities that is disclosed to Employee or otherwise obtained or learned by Employee as a result of or in connection with Employee’s employment by the Company that is not generally known by Competitors. Confidential Information includes but is not limited to the following types of information (and other information of a similar nature) concerning the business, affairs, operations products and/or services of the Company Entities: research and development plans and efforts; developmental or experimental work; trade secrets; intellectual property (patents, design patents, trademarks, trade dress, copyrights, etc.); know-how; designs; formulae; ideas; methods; techniques; results; samples; inventions; improvements; discoveries; plans for research and new products and services; licenses; sales; accounts; customers; customer information; pricing; marketing; manufacturing; processes; packaging; merchandising; distribution; and information received by any of the Company Entities from third parties subject to a duty on the part of any of the Company Entities to maintain the confidentiality of such information and, in some cases, to use it only for certain limited purposes. The controlled disclosure of Confidential Information by any of the Company Entities to employees, customers, suppliers, partners and/or others for legitimate business purposes and the availability of the Confidential Information to others outside of the Company Entities through independent effort will not remove such information from being protected herein as Confidential Information.

2.1     Promise of Confidentiality/Non-Disclosure . The Employee acknowledges that during the Employee’s employment by the Company, the Employee will have access to Confidential Information and that the Employee will receive, develop or otherwise acquire, Confidential Information. The Employee further acknowledges and agrees that during the period of the Employee’s employment with the Company (or with any of the other Company Entities) and at all times thereafter, all Confidential Information shall be held confidential by the Employee, and the Employee will not (nor will the Employee assist any other individual or entity to do so), except as required in the ordinary course of the Employee’s employment with the Company and except for the permitted disclosures noted in sub-section 2.2 below, directly or indirectly: (a) disclose any of the Confidential Information to any individual or entity; (b) publish, lecture on or in any way otherwise use such Confidential Information; or (c) remove, arrange for the removal of, or accept any Confidential Information from the premises of the Company (or from any other premises) (by physical removal, electronic transmission or otherwise). If the Employee becomes legally compelled to disclose any of the Confidential Information by subpoena or court order, the Employee will, to the extent permitted by law, give the Company immediate notice of such pending disclosure and will cooperate with the Company prior to such

disclosure should the Company decide to seek a protective order or other means of preserving the confidentiality of the Confidential Information.

  

2.2     Permitted Disclosures . Nothing in this Agreement waives or otherwise limits Employee’s right to: file or make a charge or complaint with or to the United States Equal Employment Opportunity Commission (“EEOC”), the United Stated Securities and Exchange Commission (“SEC”), or the United States Occupational Safety and Health Administration (“OSHA”) (and/or with or to any other government agency); or testify, assist or participate in any investigation, hearing, or proceeding conducted by the EEOC, SEC or OSHA (and/or by any other government agency). Additionally, pursuant to the Defend Trade Secrets Act of 2016 (the “DTSA”), Employee is hereby notified that an individual may not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (a) is made (i) in confidence to a Federal, State or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Also pursuant to the DTSA, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (x) files any document containing the trade secret under seal and (y) does not disclose the trade secret, except pursuant to court order.

2.3     Return of Confidential Information and Other Property to the Company . The Employee agrees that by the last day of the Employee’s employment by the Company or at any other time that the Company may request, the Employee will return to the Company all Confidential Information and all other Company property (in whatever form maintained) in the Employee’s possession, custody or control, including, but not limited to, any and all devices, equipment, records, data, notes, reports, proposals, lists, correspondence, specifications, formulae, drawings, sketches, materials, keys, identification cards and other security-related things, and all other information, documents, equipment and things (and all copies of all of the foregoing) relating to the business, operations or affairs of the Company, whether kept at the Company, home or elsewhere. The Employee agrees that the Employee will not copy, delete or alter any information contained on or in any computer or other device or equipment that is owned by any of the Company Entities before returning it to the appropriate one of the Company Entities. The Employee further agrees that all property and things situated on any of the Company Entities’ premises and owned by any of the Company Entities, including, without limitation, disks and other storage media, desks, filing cabinets or other work areas, are subject to inspection by authorized personnel of the Company Entities at any time with or without notice.

3.1    In order to further protect the Company Entities’ rights to the Confidential Information and to ensure that no unfair advantage is taken of the Employee’s or any other employee’s or consultant’s knowledge of and access to the Confidential Information, all of which has been developed at great cost and expense by the Company Entities, to protect the Company Entities’ business relationships with its customers and other business relations, and to generally protect the Company Entities’ interests and good-will, the Employee agrees to the additional restrictions set forth below in this Section 3.

3.1.1     Non-Solicitation of Customers, Employees and Consultants . During the Employee’s employment by the Company (or by any of the other Company Entities) and for the twelve (12) month period following the Employee’s last day of such employment, the Employee shall not , directly or indirectly: (i) solicit, induce, request or advise, or assist any other individual or entity in soliciting, inducing, requesting or advising, any customer or other business relation of the Company with whom/which Employee had contact and did business with on behalf of the Company (or any of the other Company Entities) during the twelve (12) month period prior to Employee’s last day of employment by any of the Company Entities to cease or curtail its business with the Company or to do business with any Competitor; or (ii) solicit, induce, recruit or encourage, or assist any other individual or entity in soliciting, inducing, recruiting or encouraging, any employee or consultant of the Company with whom Employee had worked during the twelve (12) month period prior to Employee’s last day of employment by any of the Company Entities to terminate or curtail his/her employment or consulting engagement with the Company and/or to perform services for any

Competitor that are the same or similar to the services provided by such employee or consultant to the Company (or to any of the other Company Entities).

3.1.2     Non-Competition . During the Employee’s employment by the Company (or by any of the other Company Entities) and for the twelve (12) month period following the Employee’s last day of such employment, the Employee shall not , directly or indirectly, work for, provide services to or have an ownership interest in any Competitor in the continental United States of America and, if Employee is providing services in Canada, Canada. Notwithstanding anything herein to the contrary, Employee may, directly or indirectly own, solely as an investment, securities of any entity which is publicly traded on a national or regional stock exchange or on the over-the-counter market if the Employee (i) is not a controlling person of, or a member of a group which controls, such entity and (ii) does not, directly or indirectly, own five percent (5%) or more of any class of securities of such entity.

3.1.3     Non-Disparagement . During the Employee’s employment by the Company (or by any of the other Company Entities) and for the twelve (12) month period following the Employee’s last day of such employment, the Employee shall not , directly or indirectly, make or disseminate any statements or other communications (written, oral or otherwise) of a disparaging or derogatory nature to any person or entity about any of the Company Entities or their officers, directors, employees, products, services or operations, excluding: communications with any of the Company Entities; communications with any employees of the Company Entities for purposes of engaging in lawful “concerted activities” under Section 7 of the National Labor Relations Act or similar state statute; communications with any government agencies; and communications made in response to any valid subpoena, court order or other lawful legal process and/or in the context of any legal proceeding.

The obligations (and restrictions) imposed upon the Employee under this Agreement are in addition to the Employee’s fiduciary and other obligations (and restrictions) under law.

4.1     Inventions Retained and Licensed . If in the course of the Employee’s employment by any of the Company Entities, the Employee incorporates into a Company Entities product, device, process, service or machine, an invention, original work of authorship, development, improvement or trade secret that the Employee, alone or jointly with others, created, conceived, developed or reduced to practice (or caused to be created, conceived, developed or reduced to practice) prior to the commencement of the Employee’s employment by any of the Company Entities (collectively referred to as “Prior Inventions”), the Company (and/or any of the other Company Entities, as the case may be) is hereby granted and shall have a non-exclusive, fully-paid and royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple levels of sublicensees) to reproduce, make, have made, make derivative works of, modify, otherwise use, import, offer for sale, sell and exercise any and all present and future rights in, such Prior Inventions as part of or in connection with such product, device, process, service or machine. The Employee represents that all Prior Inventions are listed on Schedule 1 hereto, which is part of this Agreement; except that if disclosure of an item on Schedule 1 would cause the Employee to violate any prior confidentiality agreement, then the Employee has disclosed a cursory name for each such Prior Invention, a listing of all parties to whom it belongs and the fact that the full disclosure as to such Prior Invention has not been made because of the Employee’s prior obligation of confidentiality. A space is provided on Schedule 1 for such purpose. If there are no Prior Inventions, the Employee shall indicate “none” in the space provided. The Employee shall also sign and date Schedule 1 where indicated.

4.2     Assignment of Inventions . The Employee agrees that the Employee will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company (or of any of the other Company Entities, as the case may be), and hereby assigns to the Company (or any of the other Company Entities, as the case may be), or to its designee, all of the Employee’s right, title, and interest in and to, any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, information, know-how, trademarks or trade secrets whether or not patentable or registerable under copyright or similar laws, patents, copyrights, and other intellectual property rights recognized by the laws of any country or other jurisdiction, which

the Employee may (solely or jointly with others) conceive, develop or reduce to practice or cause to be conceived, developed or reduced to practice, during the period of the Employee’s employment by the Company (or by any of the other Company Entities), whether during working hours or at any other time and whether at the request or upon the suggestion of the Company, or otherwise, which relate to, or are useful in connection with, any business now or hereafter carried on or contemplated by the Company (or by any of the other Company Entities), including developments or expansions of its (their) present field of operations or products (collectively referred to as “Inventions”). (The Company will keep any disclosures made pursuant to the immediately preceding sentence confidential to the extent required by law.) The Employee further acknowledges and agrees that all original works of authorship which are made by the Employee (solely or jointly with others) in the course of the Employee’s employment by the Company (or by any of the other Company Entities) and which are protectable by copyright are “Works Made For Hire” as that term is defined in the United States Copyright Act, 17 USC §101. The Employee understands and agrees that the decision whether or not to commercialize or market any Inventions is within the Company’s (and the other Company Entities’, as the case may be) sole discretion and for the Company Entities’ sole benefit and that no royalty or other payment will be due to the Employee as a result of the Company’s (or the other Company Entities’) efforts to commercialize or market any such Inventions. This Agreement will not be deemed to require assignment of any information or Invention that was: developed entirely on the Employee’s own time without using the Company’s equipment, supplies, facilities or trade secrets; does not relate to the Company’s actual or anticipated business, research or development; and is not the result of work performed by the Employee for the Company.

4.3     Inventions and Original Works Assigned to the United States . The Employee hereby agrees to assign irrevocably to the United States government or its designee without further compensation of any kind all of the Employee’s right, title, and interest in and to any and all inventions, original works of authorship, developments, improvements, or trade secrets whenever full title to same is required to be in the United States by a contract between the Company and the United States or any of its agencies.

4.4     Inventions and Original Works Assigned to Third Parties . The Employee hereby agrees to assign irrevocably to a third party identified to the Employee by the Company without further compensation of any kind all of the Employee’s right, title, and interest in and to any and all Inventions whenever such an assignment is required by a contract between the Company and such third party.

4.5     Obtaining and Maintaining Letters Patent, Copyright Registrations and Other Protections . The Employee shall assist the Company (and any of the other Company Entities) or its designee in every proper way to ascertain inventorship and to obtain and enforce United States and foreign proprietary rights relating to any of the Inventions and any and all inventions, original works of authorship, developments, improvements or trade secrets of the Company (or any of the other Company Entities) in any and all countries. To that end, the Employee will execute, verify and deliver such documents and perform such other acts (including appearing and giving evidence and testimony as a witness) as the Company (or any of the other Company Entities) or its designee may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such proprietary rights and the assignment thereof, and assignments of such proprietary rights to the Company (or any of the other Company Entities) or its designee. The Employee’s obligation to assist the Company (or any of the other Company Entities) or its designee with respect to proprietary rights in any and all countries shall continue beyond the termination of the Employee’s employment by the Company (or by any of the other Company Entities). In the event the Company (or any of the other Company Entities) or its designee is unable for any reason, after reasonable effort, to secure the Employee’s signature on any document needed in connection with the actions specified in this Section 4.5, the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents, as the Employee’s agent and attorney-in-fact, to act for and upon the Employee’s behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section 4.5 with the same legal force and effect as if executed by the Employee. Such appointment is coupled with an interest. The Employee hereby waives and quitclaims to the Company any and all claims of any nature whatsoever which the Employee now or may hereafter have for infringement of any proprietary rights assigned to the Company or its designee.

4.6     Records of Inventions . The Employee agrees to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that is required by the Company) of all Inventions, which

records shall be available to, and remain the sole property of, the Company at all times. (However, records of any Inventions that are not assignable under applicable law are not the Company’s property.)

The Employee hereby represents and warrants that the execution of this Agreement by the Employee, the Employee’s employment by the Company, and the performance of the Employee’s duties as an employee of the Company do not and shall not violate, or constitute a breach of any fiduciary, contractual or other legal obligation owed by the Employee to any third party, including, without limitation, any former employer, client, customer or any other individual or entity. Additionally, the Employee agrees that, in connection with Employee’s employment by the Company (or by any of the other Company Entities), the Employee will not improperly use or disclose any confidential information or trade secrets of any former employer or other third party to whom the Employee has an obligation of confidentiality, and the Employee will not bring onto the premises of any of the Company Entities any confidential information, trade secrets or other property belonging to any former employer or other third party to whom the Employee has an obligation of confidentiality, unless consented to in writing by such former employer or such other third party.

6.     NOTIFICATION OF NEW EMPLOYER

The Employee agrees that during the period of the Employee’s employment by the Company (or by any of the other Company Entities) and for one (1) year thereafter, within five (5) days after accepting any new employment as an employee or engagement as an independent contractor or consultant in the medical, dental, life science or other healthcare market or field, the Employee will give notice to the Company of: the name and address of the person or entity employing or engaging the Employee; the title (or position) of such new employment or engagement; and the duties of such new employment or engagement. The Employee further agrees to notify such person or entity, and consents to the notification of such person or entity by the Company, of the Employee’s obligations under this Agreement. Additionally, the Employee agrees that the Company may provide such person or entity with a copy of this Agreement and notify such person or entity that the Company intends to exercise its legal rights arising out of or in connection with this Agreement, including any breach or any inducement of a breach hereof.

7.     CONSIDERATION

The execution and delivery by the Employee of this Agreement is a condition to the Employee’s at-will employment by the Company. The Employee acknowledges that the consideration set forth in the immediately preceding sentence constitutes good and sufficient consideration for this Agreement. It is also acknowledged and agreed by the Employee that this Agreement does not in any way: (a) alter the at-will nature of the employment relationship between the Employee and the Company; or (b) constitute a contract of employment or provide a definite or guaranteed term of employment. It is acknowledged and agreed by the Employee that the Employee’s employment by the Company is strictly at-will and that, as a result, it may be terminated by the Company or by the Employee at any time, with or without cause.

8.     MISCELLANEOUS

8.1      Injunctive Relief . The Employee acknowledges and agrees that the Employee’s services are personal and unique, that any breach or threatened breach by the Employee of any provision of this Agreement will cause irreparable injury to the Company (and/or to any of the other Company Entities) and that monetary damages will not provide an adequate remedy to the Company (or any of the other Company Entities). Accordingly, in addition to all of the Company’s (and the other Company Entities’) other rights and remedies under this Agreement and applicable law, including but not limited to the right to recovery of monetary damages against the Employee, the Employee acknowledges and agrees that in the event of a breach or threatened breach by the Employee of any provision of this Agreement, the Company (and the other Company Entities) shall be entitled to temporary, preliminary and permanent injunctions, enjoining any such breach or threatened breach by the Employee. In connection with any application by the Company (or by any of the other Company Entities) for temporary, preliminary or permanent injunctive relief, the Company (and the other Company Entities) shall not be required to demonstrate irreparable harm or the absence of an adequate remedy at law, nor shall the posting of bond or other security be required.

8.2     Arbitration . With the exception of any action or proceeding brought by the Company (or any of the other Company Entities) for injunctive relief as addressed above in Section 8.1, which the Company (or any of the other Company Entities) may choose to bring or assert in the courts specified in Section 8.3 below, any dispute or controversy arising under or in connection with this Agreement will be settled exclusively by arbitration before three arbitrators, one of whom will be appointed by the Company (or by one of the other Company Entities, as the case may be), one of whom will be appointed by the Employee, and the third of whom will be appointed by the first two arbitrators. If either the Company (or one of the other Company Entities, as the case may be) or the Employee fails to appoint an arbitrator within twenty (20) days of a request in writing by the other to do so, or if the first two arbitrators cannot agree on the appointment of a third arbitrator within twenty (20) days after the second arbitrator is designated, then such arbitrator will be appointed by the American Arbitration Association so as to enable the arbitrators to render an award within ninety (90) days after the three arbitrators have been appointed. Following the selection of arbitrators as set forth above, the arbitration will be conducted promptly and expeditiously and in accordance with the rules of the American Arbitration Association. The location of the arbitration will be as follows: if Employee was last employed by Cantel, then in Newark, New Jersey; if Employee was last employed by Medivators or Mar Cor, then in Minneapolis, Minnesota; and if Employee was last employed by Crosstex International, Inc. (“Crosstex”) then in New York, New York. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties will bear equally the arbitration fees payable to the American Arbitration Association and/or the arbitrators relating to any arbitration under this Agreement.

8.3     Governing Law, Personal Jurisdiction and Venue . This Agreement shall in all respects be interpreted under, and governed by, the laws of the following state: if Employee was last employed by Cantel, then the State of New Jersey; if Employee was last employed by Medivators or Mar Cor, then the State of Minnesota; and if Employee was last employed by Crosstex, then the State of New York, New York. Each party hereto, as to any dispute concerning or arising out of this Agreement in which injunctive relief is sought by the Company (or by any of the other Company Entities), hereby submits to the exclusive jurisdiction and venue of the state and federal courts located as follows: if Employee was last employed by Cantel, then in Newark, New Jersey; if Employee was last employed by Medivators or Mar Cor, then in Minneapolis, Minnesota; and if Employee was last employed by Crosstex, then in New York, New York. The parties further agree not to assert that such party is not subject to the jurisdiction of the above-named courts or that any action brought in such jurisdiction has been brought in an inconvenient forum or that such venue is improper.

8.4     Severability/Reformation . In the event that any provision (or part thereof) of this Agreement is deemed invalid, illegal, void or unenforceable by a court of competent jurisdiction, such provision (or part thereof, whatever the case may be) shall be regarded as stricken from this Agreement and shall not affect the validity or enforceability of the remainder of this Agreement. Notwithstanding the above, if a court determines that the limitations as to time, geography, or scope of activity to be restricted contained in this Agreement are not enforceable under the law specified in Section 8.3, then the parties agree that such court should reform this Agreement to the extent necessary to cause the limitations contained in this Agreement as to time, geography, and scope of activity to be restricted, to be enforceable to the fullest extent of the law and such court then should enforce this Agreement as reformed.

    

8.5     Waiver . The failure or delay by any party in exercising any right, power or privilege under this Agreement shall not operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege.

    

8.6     Successors and Assigns . This Agreement is binding upon the Company, the Employee and the Employee’s heirs and executors and shall inure to the benefit of the Company, the other Company Entities and all of the Company Entities’ respective successors and assigns. All Company Entities (and their respective successors and assigns) are specifically intended beneficiaries under this Agreement with the full right to enforce the terms of this Agreement. This Agreement may not be assigned by Employee.

8.7     Survival . The provisions of this Agreement shall survive the termination of the Employee’s employment with the Company and the assignment of this Agreement by the Company (or by any of the other Company Entities) to any successor in interest or other assignee.

8.8     Entire Agreement . This Agreement (including Schedule 1 annexed hereto) constitutes the entire and exclusive agreement and understanding between the parties regarding the specific subject matter hereof and supersedes all prior and contemporaneous understandings and agreements relating to its specific subject matter. The terms of this Agreement may not be changed orally and are deemed an enforceable contract and not a mere recital. With the exception of any court-ordered reformation pursuant to Section 8.4, no modification of, or amendment to, this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by both the Company and the Employee. Any subsequent changes in the Employee’s duties, compensation or other terms and conditions of employment shall not affect the validity or enforceability of this Agreement. The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

8.9     Export . The Employee agrees not to export, directly or indirectly, any United States technical data acquired from the Company, or any products utilizing such data, to any country(ies) outside of the United States, because such export could be in violation of United States export laws or regulations (or other laws or regulations).

8.10     Notices . Any notices required or permitted under this Agreement shall be in writing and sent by Federal Express (next business day delivery) (or by equivalent courier service) or by Certified Mail, Return Receipt Requested, and by First Class Mail, to the addresses set forth below (or to such other address designated by a party pursuant to this notice provision) and shall be deemed given when first received or refused.

8.11     Execution . This Agreement may be executed in separate counterparts and may be delivered electronically, each of which will constitute the original hereof. A signature transmitted electronically ( e.g. , by email or facsimile) shall be as valid as an original signature.

8.12     Knowing and Voluntary Execution by Employee . Employee acknowledges and agrees that: (a) Employee has carefully read and fully understands all of the provisions of this Agreement; (b) Employee has been given sufficient time and opportunity to consult with an attorney before signing this Agreement; and (c) Employee executes this Agreement freely, voluntarily and with full knowledge of its terms and consequences.

[Remainder of page intentionally left blank. Signature page and Schedule 1 to follow.]

IN WITNESS WHEREOF , the parties hereto evidence their agreement by their signatures.

ACCEPTED AND AGREED TO BY:              CANTEL MEDICAL CORP.

By: ________________________________        By: ________________________________

     (Signature)                          (Signature)

Name: George Fotiades                    Name: Charles M. Diker

Date: March 4, 2019                    Date: March 4, 2019

SCHEDULE 1

(To Confidentiality, Non-Solicitation and Inventions Agreement)

1.    Set forth below is a complete list of all inventions, original works of authorship, developments, improvements or trade secrets that I, alone or jointly with others, created, conceived, developed or reduced to practice (or caused to be created, conceived, developed or reduced to practice) prior to the commencement of my employment by the Company.     Unless specifically defined in this Schedule 1, terms herein with an initial capital letter are used as defined in the Confidentiality, Non-Competition, Non-Solicitation and Inventions Agreement. (If there are no such Prior Inventions, the Employee must indicate “none” on the first line below. If disclosure of a Prior Invention on this Schedule 1 would cause the Employee to violate any prior confidentiality agreement, the Employee is only required to disclose a cursory name for each Prior Invention, a listing of all parties to whom it belongs, and the fact that the full disclosure as to such Prior Invention has not been made because of the Employee’s prior obligation of confidentiality.) (If the Employee attaches any additional sheets to this Schedule 1, the Employee must indicate the number of additional sheets here ___.)

_____________________________________________________________________________________________

_____________________________________________________________________________________________

_____________________________________________________________________________________________

_____________________________________________________________________________________________

_____________________________________________________________________________________________

_____________________________________________________________________________________________

___________________________________

(Signature)

___________________________________        ___________________________________

(Date)                          (Print Name of Employee)

___________________________________

___________________________________

___________________________________

(Employee Address)

______________________________

¹ Unless specifically defined in this Schedule 1, terms herein with an initial capital letter are used as defined in the Confidentiality, Non-Competition, Non-Solicitation and Inventions Agreement.