CANTEL MEDICAL CORP (Form: 8-K, Received: 10/27/2011 11:06:53)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 21, 2011

CANTEL MEDICAL CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-31337	22-1760285
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

150 Clove Road, Little Falls, New Jersey		07424
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (973) 890-7220

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .

Introductory Note

On October 21, 2011 , the Board of Directors (the “ Board ”) of Cantel Medical Corp. (the “ Company ”), upon the recommendation of its Compensation Committee, approved certain amendments to the (A) Cantel Medical Corp. 2006 Equity Incentive Plan (the “ Equity Plan ”), (B) Cantel Medical Corp. Annual Incentive Compensation Plan (the “ AIC Plan ”) and (C) Cantel Medical Corp. Long Term Incentive Plan (the “ LTIP ”). The amendments were made primarily to ensure consistency among the Equity Plan, AIC Plan and the LTIP. The following sections of this Item 5.02 summarize the material amendments to the Equity Plan, AIC Plan and LTIP, but do not purport to be complete and are qualified in their entirety by the terms and conditions of the Equity Plan, AIC Plan and LTIP, copies of which are attached as Exhibits 10.1 — 10.3 to this Current Report on Form 8-K and are incorporated herein by reference.

The Company is currently party to Executive Severance Agreements, each dated as of January 1, 2010 (each as amended to date, the “ Severance Agreements ”), with certain of its executive officers, including Andrew A. Krakauer (President and Chief Executive Officer), Seth R. Segel (Executive Vice President), Craig A. Sheldon (Senior Vice President, Chief Financial Officer and Treasurer) and Eric W. Nodiff (Senior Vice President, General Counsel and Secretary). The Compensation Committee is currently in the process of reviewing and revising the Severance Agreements, subject to approval by the Board of Directors, to ensure consistency with the Equity Plan, AIC Plan and LTIP, as amended, and to reflect recent changes to Section 409A of the Internal Revenue Code.

Amendment of 2006 Equity Incentive Plan

On October 21, 2011 , the Board, upon the recommendation of its Compensation Committee, approved certain amendments to the Equity Plan. Except as set forth below with respect to certain amendments that are subject to stockholder approval, all of the amendments are effective as of that date. All capitalized terms set forth in this section have the meanings set forth in the Equity Plan. The following summary of the amendments is qualified in its entirety by the copy of the Equity Plan attached as Exhibit 10.1 hereto:

· clarifying and providing the default rules for the vesting of Restricted Stock Awards, specifically that (A) except to the extent the Committee specifies a longer vesting schedule in the Restricted Stock Agreement, Awards granted to non-employee Directors or employee Directors in their capacity as Directors will vest on the first anniversary of the grant of such Award, and (B) Awards granted to all other participants will vest in 3 annual installments; provided, however , that in each case, the Award recipient must be employed by the Company or in service as a Director, as applicable, for such Award to vest;

· clarifying and providing that the Committee has discretionary authority to accelerate

the vesting of Restricted Stock Awards and Options and, subject to the term of any Option and Stock Appreciation Right, determine the post termination exercise period with respect to such Award;

· creating special rules regarding vesting and exercisability of certain Awards in connection with a participant’s Retirement, specifically, Options and Stock Appreciation Rights will vest in full in connection with a Retirement and will continue to remain exercisable for the term of such Award;

· creating special rules regarding vesting of Awards in connection with a participant’s death, specifically, providing for automatic vesting of all Restricted Stock, Options and Stock Appreciation Rights upon a participant’s death;

· creating special rules regarding vesting and exercisability of Awards in connection with a participant’s Disability, specifically providing that in the event that a termination of service results from a participant’s Disability, any Options, Stock Appreciation Rights or Restricted Stock that would have vested within the 12 month period following the termination date but for the participant’s cessation of service with the Company, will automatically vest as of the termination date; and

· establishing an order of priority in the event the terms and conditions of the Equity Plan conflict with the terms and conditions of certain other benefit plans maintained by the Company.

In addition to the amendments summarized above, the Board, upon the recommendation of its Compensation Committee, also approved amendments to (A) increase by 400,000 the aggregate number of Shares of common stock available for issuance under the Equity Plan, all of which are authorized for issuance as Restricted Stock Awards and Performance Awards (the “ Share Increase Amendment ”) and (B) limit both the maximum number of Shares with respect to which a participant may be granted Awards under the Equity Plan during any calendar year and the maximum number of Shares that may be issued to any participant during any calendar year as Options or Stock Appreciation Rights during any calendar year (the “ Share Cap ”) to 75,000 (the “ Share Cap Amendment ”). While the Share Cap Amendment is effective as of October 21, 2011, the Share Increase Amendment remains subject to stockholder approval and will not become effective until such approval is received. The Board intends to submit both the Share Increase Amendment and Share Cap Amendment to the stockholders of the Company for their approval (in the case of the Share Increase Amendment) or ratification (in the case of the Share Cap Amendment) at the next annual meeting of the stockholders. In the event the stockholders approve the Share Increase Amendment, the maximum number of Shares that may be issued under the Plan will increase from 2,085,000 to 2,485,000 Shares, with (i) the number of Shares being authorized for issuance pursuant to Options and Stock Appreciation Rights remaining at 1,200,000 and (ii) the number of Shares authorized for issuance pursuant to Restricted Stock Awards and Performance Awards being increased from 885,000 to 1,285,000 (inclusive of prior Awards under the Plan). In the event the stockholders do not approve the Share Increase Amendment, the Shares that may be issued under the Plan will remain at 2,085,000 Shares, with (i) the

number of Shares being authorized for issuance pursuant to Options and Stock Appreciation Rights remaining at 1,200,000 and (ii) the number of Shares authorized for issuance pursuant to Restricted Stock Awards and Performance Awards remaining at 885,000 (inclusive of prior Awards under the Plan). In either case, the effectiveness of the Share Cap Amendment will not be affected.

Amendment of Short Term Incentive Plan

On December 17, 2009, the Board, upon the recommendation of its Compensation Committee, adopted the AIC Plan, a copy of which the Company filed with the Securities and Exchange Commission (“ SEC ”) on December 23, 2009 under the cover of a Current Report on Form 8-K. On October 21, 2011, the Board, upon the recommendation of its Compensation Committee, approved certain amendments to the AIC Plan, including, but not limited to, amendments:

· establishing a range of potential performance metrics that could be utilized by the Compensation Committee to evaluate the performance of AIC Plan participants;

· clarifying that, subject to certain exceptions, AIC Plan participants must be actively employed by the Company on the date an award is paid to receive such award;

· defining “Retirement” for purposes of the AIC Plan as the termination of employment (other than as a result of death or disability) on or after (i) the AIC Plan participant’s 60 th birthday if he or she has completed at least 15 years of service with the Company or (ii) the AIC Plan participant’s 65 th birthday if he or she has completed at least 10 years of service with the Company; and

· establishing an order of priority in the event the terms and conditions of the AIC Plan conflict with the terms and conditions of certain other benefit plans maintained by the Company.

Amendment of Long Term Incentive Plan

On December 17, 2009, the Board, upon the recommendation of its Compensation Committee, adopted the LTIP, a copy of which the Company filed with the Securities and Exchange Commission (“ SEC ”) on December 23, 2009 under the cover of a Current Report on Form 8-K. On October 21, 2011, the Board, upon the recommendation of its Compensation Committee, approved certain amendments to the LTIP, including, but not limited to, amendments:

· providing that in addition to awards of restricted stock and options, performance awards may also be awarded under the LTIP;

· establishing a range of potential performance metrics that could be utilized by the Compensation Committee to evaluate the performance of LTIP participants;

· clarifying that if an LTIP participant’s employment with the Company is terminated

for any reason, the participant will forfeit any non-vested performance awards;

· providing that upon a termination of an LTIP participant’s employment (i) by the participant for “Good Reason” or “Adequate Reason” or (ii) by the Company other than for “Cause” or “Unacceptable Performance” (as such terms are defined in the participant’s Executive Severance Agreement or, if the participant is not party to an Executive Severance Agreement, the LTIP) or (iii) as a result of the participant’s death, all service-based awards granted under the LTIP will automatically vest as of the date of termination of employment;

· providing that if an LTIP participant’s employment with the Company is terminated as a result of the participant’s Retirement (as such term is defined in the participant’s Executive Severance Agreement or, if the participant is not party to an Executive Severance Agreement, the LTIP), all of the options granted to the participant under the LTIP will automatically vest and the participant will forfeit any non-vested restricted stock awards or portions thereof granted under the LTIP unless the Compensation Committee, in its discretion, accelerates the vesting of such non-vested restricted stock awards; and

· establishing an order of priority in the event the terms and conditions of the LTIP conflict with the terms and conditions of certain other benefit plans maintained by the Company.

Item 8.01 Other Events.

On October 21, 2011, the Company announced that its Board of Directors declared an increase in its semiannual cash dividend from $0.06 to $0.07 per share of outstanding common stock payable on January 31, 2012, to stockholders of record as of the close of business on January 17, 2012.

The Company’s press release dated October 21, 2011, announcing this cash dividend is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed herewith:

Exhibit

Exhibit No.		Exhibit Description
10.1		Cantel Medical Corp. 2006 Equity Incentive Plan, as amended October 21, 2011.

10.2		Cantel Medical Corp. Annual Incentive Compensation Plan, as

		amended October 21, 2011.

10.3		Cantel Medical Corp. Long Term Incentive Compensation Plan, as amended October 21, 2011.

10.4		Form of 2006 Equity Incentive Plan Stock Option Agreement.

10.5		Form of 2006 Equity Incentive Plan Restricted Stock Agreement.

10.6		Form of 2006 Equity Incentive Plan Director Restricted Stock Agreement.

99.1		Press release of Registrant dated October 21, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CANTEL MEDICAL CORP.
	(Registrant)


	By:	/s/ Andrew A. Krakauer
	Andrew A. Krakauer,
	President and Chief Executive
	Officer

Date: October 27, 2011

Exhibit Index

Exhibit No.		Exhibit Description
10.1		Cantel Medical Corp. 2006 Equity Incentive Plan, as amended October 21, 2011.

10.2		Cantel Medical Corp. Annual Incentive Compensation Plan, as amended October 21, 2011.

10.3		Cantel Medical Corp. Long Term Incentive Compensation Plan, as amended October 21, 2011.

10.4		Form of 2006 Equity Incentive Plan Stock Option Agreement.

10.5		Form of 2006 Equity Incentive Plan Restricted Stock Agreement.

10.6		Form of 2006 Equity Incentive Plan Director Restricted Stock Agreement.

99.1		Press release of Registrant dated October 21, 2011.

Exhibit 10.1

CANTEL MEDICAL CORP.

2006 EQUITY INCENTIVE PLAN

(As amended through October 21, 2011)

1. Purpose. The purpose of the Cantel Medical Corp. 2006 Equity Incentive Plan (“the Plan”) is to attract and retain employees and Directors of the Company and its Subsidiaries, and to provide such persons incentives and rewards for performance, by making available to them stock options and other awards. It is believed that these increased incentives and rewards stimulate the efforts of employees and non-employee Directors towards the continued success of the Company and its Subsidiaries.

2. Definitions. As used in the Plan, the following terms shall have the meanings set forth below:

“Award” means any Option, Stock Appreciation Right, Restricted Stock Award, Performance Award, or any other right, interest or option relating to Shares granted pursuant to the provisions of the Plan.

“Award Agreement” means any written agreement, contract or other instrument or document evidencing any Award granted by the Committee hereunder.

“Benefit Plan” means any employment agreement, severance agreement or similar agreement between the Participant and the Company (or a Subsidiary) or any long term incentive plan or similar plan of the Company which covers the Participant, in each case which includes provisions relating to an Award granted hereunder.

“Board” means the Board of Directors of the Company.

“Cause” means, unless otherwise provided in a particular Award Agreement, “cause” as defined in any employment or severance agreement the Participant may have with the Company or a Subsidiary or, if no such agreement exists, (a) commission of any criminal act; (b) engaging in any act involving dishonesty or moral turpitude; (c) material violation of the Company’s or any of its Subsidiaries’ written policies; or (d) serious neglect or misconduct in the performance of the Participant’s duties for the Company or any of its Subsidiaries or willful or repeated failure or refusal to perform such duties, in each case as determined by the Committee in its sole discretion, which determination will be final, binding and conclusive.

“Change in Control” means the occurrence of any of the following events: (i) at any time after the Effective Date at least a majority of the Board shall cease to consist of “Continuing Directors” (meaning directors of the Company who either were directors on the Effective Date or who subsequently became directors and whose election, or nomination for election by the Company’s stockholders, was approved by a majority of the then Continuing Directors); or (ii) any “person” or “group” (as determined for purposes of Section 13(d)(3) of the Exchange Act), except any majority-owned subsidiary of the Company or any employee benefit plan of the Company or any trust thereunder, shall have acquired “beneficial ownership” (as determined for purposes of Securities and Exchange Commission (“SEC”) Regulation 13d-3) of Shares having 40% or more of the voting power of all outstanding Shares, unless such acquisition is approved by a majority of the directors of the Company in office immediately preceding such acquisition; or (iii) a merger or consolidation occurs to which the Company is a party, in which outstanding Shares are converted into shares of another company (other than a conversion into shares of voting common stock of the successor corporation or a holding company thereof representing 80% of the voting power of all capital stock thereof outstanding immediately after the merger or consolidation) or other securities (of either the Company or another company) or cash or other property; or (iv) the sale of all, or substantially all, of the Company’s assets occurs; or (v) the stockholders of the Company approve a plan of complete liquidation of the Company.

“Change in Control Price” means, with respect to a Share, (i) the price per Share as set forth in the sale, merger or similar agreement giving rise to the Change in Control, or (ii) if there is no such agreement and except as provided in clause (iii) below, the average per share closing sales price of a Share (rounded to four decimal places), as reported on the New York Stock Exchange Consolidated Tape, over the ten consecutive trading day period prior to and including the date of a Change in Control, or (iii) in the case of a complete liquidation of the Company, the price

per Share as determined in the plan of liquidation; provided, however, that in the case of Incentive Stock Options, Change in Control Price shall be the Fair Market Value of such Share on the date such Incentive Stock Option is exercised or deemed exercised pursuant to Section 10(b). To the extent the consideration paid in any such Change in Control transaction consists in full or in part of securities or other noncash consideration, the value of such securities or other noncash consideration shall be determined in the sole discretion of the Board.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

“Committee” means the Compensation Committee of the Board or (except for purposes of Section 12 below and Awards as to which such Section is applicable) such other person(s) or committee to whom it has delegated any authority, as may be appropriate. A person may serve on the Compensation Committee only if he or she (i) is a “Non-employee Director” for purposes of Rule 16b-3 under the Exchange Act, and (ii) satisfies the requirements of an “outside director” for purposes of Section 162(m) of the Code.

“Company” means Cantel Medical Corp., a Delaware corporation.

“Covered Employee” means a “covered employee” within the meaning of Section 162(m)(3) of the Code, or any successor provision thereto.

“Disability” means a permanent and total disability within the meaning of Section 22(e)(3) of the Code.

“Director” means a member of the Board.

“Effective Date” means November 14, 2006, the date this Plan is effective.

“Employee” means any employee of the Company or any Subsidiary. For any and all purposes under this Plan, the term “Employee” shall not include a person hired as an independent contractor, leased employee, consultant or a person otherwise designated by the Committee, the Company or a Subsidiary at the time of hire as not eligible to participate in or receive benefits under the Plan or not on the payroll, even if such ineligible person is subsequently determined to be a common law employee or otherwise an employee of the Company or a Subsidiary by any governmental or judicial authority. For purposes of the Plan, an Employee shall be considered to have terminated employment or services and to have ceased to be an Employee if his or her employer ceases to be a Subsidiary, even if he or she continues to be employed by such employer, unless he or she is immediately thereafter employed by the Company or another Subsidiary.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fair Market Value” means, with respect to the Shares, as of any date, the closing sales price for the Shares as reported on the New York Stock Exchange Consolidated Tape for that date or, if no closing price is reported for that date, the closing sales price on the next preceding date for which such prices were reported, unless otherwise determined by the Committee.

“Incentive Stock Option” means an Option granted under Section 6 that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto.

“Option” means any right granted to a Participant under the Plan allowing such Participant to purchase Shares at such price or prices and during such period or periods as the Committee shall determine.

“Participant” means an Employee or a non-employee Director who is selected by the Committee or the Board from time to time in its sole discretion to receive an Award under the Plan.

“Performance Award” means any Award of Performance Shares granted pursuant to Section 9.

“Performance Period” means that period established by the Committee at the time any Performance Award is granted or at any time thereafter during which any performance goals specified by the Committee with respect to such Award are to be measured.

“Performance Share” means any grant pursuant to Section 9 of a unit valued by reference to a designated number of Shares, which value may be paid to the Participant by delivery of such property as the Committee shall determine, including, without limitation, cash, Shares, other property, or any combination thereof, upon achievement of such performance goals during the Performance Period as the Committee shall establish at the time of such grant or thereafter.

“Person” means any individual, corporation, partnership, association, limited liability company, joint-stock company, trust, unincorporated organization or government or political subdivision thereof.

“Restricted Stock” means any Share issued with the restriction that the holder may not sell, transfer, pledge or assign such Share and with such other restrictions as the Committee, in its sole discretion, may impose (including, without limitation, any restriction on the right to vote such Share and the right to receive any cash dividends), which restrictions may lapse separately or in combination at such time or times, in installments or otherwise, as the Committee may deem appropriate.

“Restricted Stock Award” means an award of Restricted Stock under Section 8.

“Retirement” means an Employee’s termination of employment with the Company or its Subsidiary or a non-employee Director’s cessation of service as a Director (other than as a result of death or Disability or removal for Cause) on or after (A) the Participant’s 65th birthday if the Participant has completed at least ten years of employment with the Company or any of its Subsidiaries or service as a Director, or (B) the Participant’s 60th birthday if the Participant has completed at least 15 years of employment with the Company or any of its Subsidiaries or service as a Director.

“Shares” means the shares of common stock of the Company.

“Stock Appreciation Right” means any right granted to a Participant pursuant to Section 7 to receive, upon exercise by the Participant, the excess of (i) the Fair Market Value of one Share on the date of exercise over (ii) the grant price of the right on the date of grant. Any payment by the Company in respect of such right may be made in cash, Shares, other property, or any combination thereof, as the Committee, in its sole discretion, shall determine.

“Subsidiary” means a corporation, company or other entity in which the Company beneficially owns, directly or indirectly, at least 50 percent of the total combined voting stock or voting power.

“Substitute Awards” means Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, by a company acquired by the Company or with which the Company combines.

3. Administration.

(a) The Plan shall be administered by the Committee. The Committee shall have full power and authority, subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board, to (a) select the Employees of the Company and its Subsidiaries to whom Awards may from time to time be granted hereunder; (b) determine the type or types of Award to be granted to each Participant hereunder; (c) determine the number of Shares to be covered by or relating to each Award granted hereunder; (d) determine the terms and conditions, not inconsistent with the provisions of the Plan, of any Award granted hereunder; (e) determine whether, to what extent and under what circumstances Awards may be settled in cash, Shares or other property or canceled; (f) determine whether, to what extent, and under what circumstances receipt of cash, Shares and other property payable with respect to an Award made under the Plan is to be deferred either automatically or at the election of the Participant; (g) interpret and administer the Plan and any instrument or agreement entered into under the Plan; (h) establish such rules and regulations and appoint such agents as it shall deem appropriate for the

proper administration of the Plan; and (i) make any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan. The decisions of the Committee shall be final, conclusive and binding with respect to the interpretation and administration of the Plan and any grant made under it. The Committee shall make, in its sole discretion, all determinations arising in the administration, construction or interpretation of the Plan and Awards under the Plan, including the right to construe disputed or doubtful Plan or Award terms and provisions, and any such determination shall be conclusive and binding on all persons, except as otherwise provided by law. A majority of the members of the Committee may determine its actions and fix the time and place of its meetings.

(b) Except as provided in Section 12, the Committee shall be authorized to make adjustments in Performance Award criteria or in the terms and conditions of other Awards in recognition of unusual or nonrecurring events affecting the Company or its financial statements or changes in applicable laws, regulations or accounting principles. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry it into effect. In the event that the Company shall assume outstanding employee benefit awards or the right or obligation to make future such awards in connection with the acquisition of or combination with another corporation or business entity, the Committee may, in its discretion, make such adjustments in the terms of Awards under the Plan as it shall deem appropriate.

(c) The Committee shall have the right, from time to time, to delegate to the Chief Executive Officer or one or more other officers of the Company such duties or powers as the Committee may deem advisable with respect to the designation of employees to be recipients of Awards and the nature and size of any such Awards, subject to the requirements of Section 157(c) of the Delaware General Corporation Law (or any successor provision) and such other limitations as the Committee shall determine; provided, however, that (i) in no event shall any such delegation of authority be permitted with respect to Awards to any members of the Board or to any person who is subject to Rule 16b-3 under the Exchange Act or to an Award to which the Committee provides that Section 12 below is applicable, and (ii) the resolution providing for such authorization sets forth the extent and limitations of such authority, including without limitation the maximum size of Awards and number of Awards that can be approved by the delegatee(s) in any fiscal quarter. The Committee shall also be permitted to delegate, to any appropriate officer or employee of the Company, responsibility for performing certain ministerial and administrative functions under the Plan. In the event that the Committee’s authority is delegated to officers or employees in accordance with the foregoing, all provisions of the Plan relating to the Committee shall be interpreted in a manner consistent with the foregoing by treating any such reference as a reference to such officer or employee for such purpose. Any action undertaken in accordance with the Committee’s delegation of authority hereunder shall have the same force and effect as if such action was undertaken directly by the Committee and shall be deemed for all purposes of the Plan to have been taken by the Committee.

(d) Notwithstanding the foregoing to the contrary, any Awards or formula for granting Awards under the Plan made to non-Employee Directors shall be approved by the Board. With respect to Awards to such Directors, all rights, powers and authorities vested in the Committee under the Plan shall instead be exercised by the Board, and all provisions of the Plan relating to the Committee shall be interpreted in a manner consistent with the foregoing by treating any such reference as a reference to the Board for such purpose.

(e) The terms and conditions of all Awards granted pursuant to the Plan, including the grant date, shall be approved in writing by the Board, Committee or Chief Executive Officer (or other permitted delegate), as the case may be, but in all cases consistent with the terms of the Plan. The grant date for an Award shall be on or after, but never earlier then, the date of such written approval. In no event shall the grant date for an Award be changed after such approval.

4. Shares Subject to the Plan.

(a) Subject to adjustment as provided in Section 4(c), a total of two million two hundred eighty-five thousand (2,285,000) Shares shall be authorized for issuance pursuant to Awards granted under the Plan, of which (i) an aggregate of one million two hundred thousand (1,200,000) Shares are authorized for issuance pursuant to Options and Stock Appreciation Rights and (ii) an aggregate of one million eighty-five thousand (1,085,000) Shares are

authorized for issuance pursuant to Restricted Stock Awards and Performance Awards.(1) Subject to adjustment as provided in Section 4(c), the number of Shares with respect to which a Participant may be granted Awards under the Plan during any calendar year shall not exceed 75,000, of which a maximum of 75,000 may be issued to any Participant during any calendar year as Options or Stock Appreciation Rights.

(b) Any Shares issued hereunder may consist, in whole or in part, of authorized and unissued Shares, treasury Shares or Shares purchased in the open market or otherwise.

(c) In the event of any change in the Shares by reason of any merger, reorganization, consolidation, recapitalization, stock dividend, stock split, reverse stock split, spin-off or similar transaction or any other change in corporate structure affecting the Shares, (i) the maximum aggregate number and kind of shares specified herein as available for the grant of Awards, (ii) the number and kind of shares or the amount of cash or other property that may be issued and delivered to Participants upon the exercise of any Award or in payment with respect to any Award, that is outstanding at the time of such change, (iii) the exercise or grant price per share of Options or Stock Appreciation Rights subject to outstanding Awards granted under the Plan, shall be correspondingly adjusted so as to prevent substantial dilution or enlargement of the rights granted to, or available for, the Participants hereunder. Such adjustment shall be automatic in the case of stock dividends, stock splits, reverse stock splits and other transactions where the requisite adjustment is readily ascertainable such that the Participant’s proportionate interest in the Company or in the cash, Shares or other property issuable under an Award shall be maintained to the same extent, as near as may be practicable, as immediately before the occurrence of any such event. In all other cases, the adjustment shall be made in such manner as the Committee, in its sole discretion, may deem equitable to achieve the above stated purpose as near as may be practicable; provided, however, that the number of Shares subject to any Award shall always be a whole number and further provided that in no event may any change be made to an Incentive Stock Option that would constitute a “modification” within the meaning of Section 424(h)(3) of the Code.

(d) The following Shares may also be used for the issuance of Awards under the Plan: (i) Shares which have been forfeited under a Restricted Stock Award or a Performance Award; and (ii) Shares which are allocable to the unexercised portion of an Option or Stock Appreciation Right issued under the Plan which has expired or been terminated.

5. Eligibility. Any Employee or non-employee Director shall be eligible to be selected as a Participant; provided, however, that Incentive Stock Options shall only be awarded to Employees of the Company or any Subsidiary. Notwithstanding any provision in this Plan to the contrary, the Board shall have the authority, in its sole and absolute discretion, to select non-employee Directors as Participants who are eligible to receive Awards other than Incentive Stock Options under the Plan. The Board shall set the terms of any such Awards in its sole and absolute discretion, and the Board shall be responsible for administering and construing such Awards in substantially the same manner that the Committee administers and construes Awards to Employees.

6. Stock Options. Options may be granted hereunder to any Participant, either alone or in addition to other Awards granted under the Plan and shall be subject to the following terms and conditions:

(a) Exercise Price. The exercise price per Share shall be not less than the Fair Market Value of the Shares on the date the Option is granted.

(1) The total number of Shares authorized for issuance pursuant to Awards under the Plan reflects an increase of 200,000 Shares, all of which were allocated to Shares authorized for issuance pursuant to Restricted Stock Awards and Performance Awards. This increase has been approved by the Board but remains subject to stockholder approval. The Board intends to submit the proposed increase to the stockholders of the Company for their approval at the next annual meeting of the stockholders. If this increase is not approved by the stockholders at such meeting, the amendment to this provision of the Plan shall not be effective, and a total of two million eighty-five thousand (2,085,000) Shares shall be authorized for issuance pursuant to Awards granted under the Plan, of which an aggregate of one million eighty-five thousand (1,085,000) Shares shall be authorized for issuance pursuant to Restricted Stock Awards and Performance Awards.

(b) Number of Shares. The Option shall state the number of Shares covered thereby.

(c) Exercise of Option. Unless otherwise determined by the Committee, an Option will be deemed exercised by the optionee, or in the event of death, an option shall be deemed exercised by the estate of the optionee or by a person who acquired the right to exercise such option by bequest or inheritance or otherwise by reason of the death of the optionee, upon delivery of (i) a notice of exercise to the Company or its representative, or by using other methods of notice as the Committee shall adopt, and (ii) accompanying payment of the exercise price in accordance with any restrictions as the Committee shall adopt. The notice of exercise, once delivered, shall be irrevocable.

(d) Broker-Assisted Exercises. To the extent permitted by law, any Option may permit payment of the exercise price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the Shares to which such exercise relates. In such case, the Committee shall establish rules and procedures relating to such Broker- (or Bank-) assisted exercises in a manner intended to comply with the requirements of Section 422 of the Code (in the case of Incentive Stock Options) and Section 409A of the Code, including as to all Options, without limitation, the time when the election to exercise an option in such manner may be made, the time period by which the bank or broker must remit payment of the exercise price, the interest or other earnings attributable to the payment and the method of funding, if any, attributable to the payment.

(e) Term of Option. The Committee shall determine the option exercise period of each Option. The exercise period for Options shall not exceed ten years from the grant date.

(f) First Exercisable Date. Subject to Sections 10 and 13, no Option may be exercised during the first year of its term or such longer period as may be specified in the Award Agreement; provided, however, that the Committee may in its discretion make any Option that is not yet exercisable immediately exercisable as to all or a portion of the Shares underlying such Option.

(g) Termination of Option. Subject to Section 13 below, all Options shall terminate upon their expiration, their surrender, upon breach by the optionee of any provisions of the Option, or in accordance with any other rules and procedures incorporated into the terms and conditions governing the Options as the Committee shall deem advisable or appropriate.

(h) Incorporation by Reference. The Option shall contain a provision that all the applicable terms and conditions of the Plan are incorporated by reference therein.

(i) Other Provisions. The Option shall also be subject to such other terms and conditions as the Committee shall deem advisable or appropriate, consistent with the provisions of the Plan. In addition, Incentive Stock Options granted under the Plan shall contain such other provisions as may be necessary to meet the requirements of the Code and the Treasury Department rulings and regulations issued thereunder with respect to Incentive Stock Options.

7. Stock Appreciation Rights. Stock Appreciation Rights may be granted hereunder to any Participant either alone or in addition to other Awards granted under the Plan. The provisions of Stock Appreciation Rights need not be the same with respect to each recipient. The Committee may impose such terms and conditions or restrictions on the exercise of any Stock Appreciation Right as it shall deem advisable or appropriate; provided that a Stock Appreciation Right shall not have a grant price less than the Fair Market Value of a Share on the date of grant or a term of greater than ten years.

8. Restricted Stock.

(a) Issuance. A Restricted Stock Award shall be subject to restrictions imposed by the Committee at the time of grant for a period of time specified by the Committee (the “Restriction Period”). Restricted Stock Awards may be issued hereunder to Participants for no cash consideration or for such minimum consideration as may be required by applicable law, either alone or in addition to other Awards granted under the Plan. Any Restricted Stock grant shall also be subject to such other terms and conditions as the Committee shall deem advisable or appropriate, consistent with the provisions of the Plan as herein set forth.

(b) Registration. Any Restricted Stock issued hereunder may be evidenced in such manner as the Committee, in its sole discretion, shall deem appropriate, including, without limitation, book entry registration or issuance of a stock certificate or certificates. In the event any stock certificates are issued in respect of Shares of Restricted Stock awarded under the Plan, such certificates shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Award.

(c) Vesting. Subject to Sections 10 and 13, and except to the extent the Committee in its sole discretion specifies a longer vesting schedule in the Restricted Stock Award, Shares of Restricted Stock awarded to any non-employee Director (or to any employee Director to the extent granted to him or her in his or her capacity as a Director) shall vest (i.e., the risk of forfeiture with respect to such Shares shall lapse) on the first anniversary of the grant date. Subject to Sections 10 and 13 and except as provided in the previous sentence, Shares of Restricted Stock awarded to any Participant shall vest ratably on the first, second and third anniversaries of the grant date, unless otherwise specified by the Committee, in its sole discretion, in the Restricted Stock Award. Notwithstanding the foregoing, the Committee may in its discretion accelerate vesting of a Restricted Stock Award as to all or a portion of the Shares underlying the Award.

9. Performance Awards. Performance Awards may be paid in cash, Shares, other property, or any combination thereof, and may be subject to such other terms and conditions as the Committee shall deem advisable or appropriate, consistent with the provisions of the Plan as set forth, in the sole discretion of the Committee at the time of payment. Each grant of Performance Shares will specify the performance goals which, if achieved, will result in payment or early payment of the Award, and each grant may specify in respect of such specified performance goals a level or levels of achievement and will set forth a formula for determining the number of Performance Shares that will be earned if performance is at or above the minimum level or levels, but falls short of full achievement of the specified performance goal. The performance levels to be achieved for each Performance Period and the amount of the Performance Shares to be distributed shall be conclusively determined by the Committee. Performance Awards may be paid in a lump sum or in installments following the close of the Performance Period or, in accordance with procedures established by the Committee, on a deferred basis. The Committee may designate whether any Performance Award, either alone or in addition to other Awards granted under the Plan, being granted to any Employee is intended to be “performance-based compensation” as that term is used in Section 162(m) of the Code. Any such Awards designated to be “performance-based compensation” shall be conditioned on the achievement of one or more performance measures, to the extent required by Code Section 162(m), and shall be issued in accordance with Section 12.

Performance Awards granted to an Employee may vest solely based upon the achievement of the relevant performance goals, or subject to Section 10 below, may be subject to forfeiture if the employment of such Participant is terminated for any reason within one year following the issuance date of such Performance Award or such longer period as may be specified in the Performance Award.

10. Change In Control Provisions.

(a) Unless the Committee or Board shall determine otherwise at the time of grant with respect to a particular Award, and notwithstanding any other provision of the Plan to the contrary, in the event a Participant’s employment or service is involuntarily terminated without Cause (as determined by the Committee or Board in its sole discretion) during the 12-month period following a Change in Control:

(i) any Options and Stock Appreciation Rights outstanding, and which are not then exercisable and vested, shall become immediately fully vested and exercisable on the date of such termination;

(ii) the restrictions applicable to any Restricted Stock shall lapse, and such Restricted Stock shall on the date of such termination become free of all restrictions and limitations and become fully vested and transferable to the full extent of the original grant; and

(iii) all Performance Awards shall be considered to be earned and payable in full, based on the applicable performance criteria or, if not determinable, at the target level and any other restriction shall lapse and such Performance Awards shall be immediately settled or distributed.

(b) Change in Control Cash Out. Notwithstanding any other provision of the Plan, in the event of a Change in Control the Committee or Board may, in its discretion, provide that each or any Award outstanding at the time of the Change in Control shall, upon the occurrence of a Change in Control, be cancelled in exchange for a cash payment to be made within 30 days of the Change in Control in an amount equal to (i) with respect to an Option or Stock Appreciation Right, the amount by which the Change in Control Price per Share exceeds the exercise or grant price per Share under the Option or Stock Appreciation Right (the “spread”) multiplied by the number of Shares granted under the Option or Stock Appreciation Right and (ii) with respect to Restricted Stock Awards and Performance Awards, an amount equal to the Change in Control Price multiplied by the number of Shares issuable under the Restricted Stock Award or Performance Award, as the case may be.

(c) To the extent a Participant is covered by another Benefit Plan maintained by the Company or any Subsidiary, the terms of such Benefit Plan that govern vesting in connection with a Change in Control shall govern the vesting of such Participant’s Awards. To the extent the Participant’s Awards are not eligible for accelerated vesting thereunder, such Awards shall be entitled to accelerated vesting to the extent provided in this Section 10.

11. Compliance with Section 409A of the Code.

(a) To the extent applicable, it is intended that the Plan and any grants made hereunder comply with the provisions of Section 409A of the Code. The Plan and any grants made hereunder shall be administrated in a manner consistent with this intent, and any provision that would cause the Plan or any grant made hereunder to fail to satisfy Section 409A of the Code shall have no force and effect unless and until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Board without the consent of Participants). Any reference in this Plan to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

(b) In order to determine for purposes of Section 409A of the Code whether a Participant is in the service of a member of the Company’s controlled group of corporations under Section 414(b) of the Code (or by a member of a group of trades or businesses under common control with the Company under Section 414(c) of the Code) and, therefore, whether the Common Shares that are or have been purchased by or awarded under the Plan to the Participant are shares of “service recipient” stock within the meaning of Section 409A of the Code:

In applying Code Section 1563(a)(1), (2) and (3) for purposes of determining the Company’s controlled group under Section 414(b) of the Code, the language “at least 50 percent” is to be used instead of “at least 80 percent” each place it appears in Code Section 1563(a)(1), (2) and (3), and

In applying Treasury Regulation Section 1.414(c)-2 for purposes of determining trades or businesses under common control with the Company for purposes of Section 414(c) of the Code, the language “at least 50 percent” is to be used instead of “at least 80 percent” each place it appears in Treasury Regulation Section 1.414(c)-2.

12. Code Section 162(m) Provisions.

(a) Notwithstanding any other provision of the Plan, if the Committee determines at the time a Performance Award is granted to a Participant who is then an officer that such Participant is, or is likely to be as of the end of the tax year in which the Company would ordinarily claim a tax deduction in connection with such Award, a Covered Employee, then the Committee may provide that this Section 12 is applicable to such Award and if the Committee so designates, then any provisions of the Plan which would violate the provisions of Section 162(m) of the Code shall be inapplicable to such Award.

(b) If a Performance Award is subject to this Section 12, then the lapsing of restrictions thereon and the distribution of cash, Shares or other property pursuant thereto, as applicable, shall be subject to the achievement of one or more objective performance goals established by the Committee, which shall be based on the attainment of specified levels of one or any combination of the following: revenues, cost reductions, operating income, income before taxes, net income, adjusted net income, earnings per share, adjusted earnings per share, operating margins, working capital measures, return on assets, return on equity, return on invested capital, cash flow measures, market share,

shareholder return or economic value added of the Company or the Subsidiary or division of the Company for or within which the Participant is primarily employed. Such performance goals also may be based on the achievement of specified levels of Company performance (or performance of an applicable Subsidiary) under one or more of the measures described above relative to the performance of other corporations. Such performance goals shall be set by the Committee within the time period prescribed by, and shall otherwise comply with the requirements of, Section 162(m) of the Code, or any successor provision thereto, and the regulations thereunder.

(c) Notwithstanding any provision of the Plan other than Section 10, with respect to any Performance Award that is subject to this Section 12, the Committee may adjust downwards, but not upwards, the amount payable pursuant to such Award, and the Committee may not waive the achievement of the applicable performance goals except in the case of the death or Disability of the Participant, or under such other conditions where such waiver will not jeopardize the treatment of other Awards under this Section as “performance-based compensation” under Section 162(m) of the Code.

(d) The Committee shall have the power to impose such other restrictions on Awards subject to this Section 12 as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements for “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, or any successor provision thereto.

13. Termination of Service.

(a) Unless otherwise provided in the relevant Award Agreement or in a Benefit Plan applicable to the Award, upon the termination of a Participant’s service as an Employee of the Company or one of its Subsidiaries or as a non-employee Director (the date of such termination referred to as the “Service Termination Date”):

(i) Options and Stock Appreciation Rights of such Participant to the extent exercisable on the Service Termination Date shall continue to be exercisable until, and shall cease to be exercisable after, the earlier of (A) the date that the Option or Stock Appreciation Right terminates or expires in accordance with its terms or (B) the expiration of the following time period after termination of service with the Company or Subsidiary: (1) the original term of such Option or Stock Appreciation Right if such service ceased due to Retirement, (2) twelve months if such service ceased due to death or Disability, (3) three months if such service ceased as a result of a termination for any other reason, or (4) such other period as the Committee may determine in its discretion, whether prior to or following the grant of an Award, not to exceed ten years from the grant date; provided that, in the event of a termination of service for Cause, such Participant’s right to any further payments, vesting or exercisability with respect to any Award shall be forfeited in its entirety; and

(ii) the Participant shall forfeit each (i) share of Restricted Stock and (ii) Performance Award held by the Participant at the Service Termination Date as to which, as of that date, any restrictions or conditions have not lapsed or been waived; provided, however, that if the Participant paid an acquisition price for any of such Restricted Stock, the Company shall fully reimburse the acquisition price to the Participant on or promptly following the Service Termination Date.

(b) Notwithstanding anything set forth in clause (a) above, (i) if a termination of service results from the Participant’s death or Retirement, then on the Service Termination Date all outstanding Options and Stock Appreciation Rights held by such Participant on the Service Termination Date that are not then exercisable and vested shall become immediately fully vested and exercisable, and (ii) if a termination of service results from the Participant’s death, any Restricted Stock held by such Participant on the Service Termination Date shall immediately become fully vested and transferable to the full extent of the original grant.

(c) Notwithstanding anything set forth in clause (a) above or in Section 6, and unless the Committee determines otherwise, in the event that (i) the holder of an Option or a Stock Appreciation Right dies, (ii) his representative has a right to exercise such Option or Stock Appreciation Right (the “Decedent’s Award”), (iii) the Decedent’s Award is not exercised by the last day on which it is exercisable (the “Final Exercise Date”), and (iv) the exercise or grant price per share is below the Fair Market Value of a Share on such date, the Committee shall either (i) cancel the Option or Stock Appreciation Right in exchange for a cash payment equal to the excess of (a) the Fair Market Value of one Share on the Final Exercise Date over (b) the exercise or grant price of the Decedent’s Award, multiplied by the number of Shares granted under the Option or Stock Appreciation Right or (ii) deem the Decedent’s Award to be

exercised on the Final Exercise Date via a cashless exercise procedure determined by the Committee, and in either case, the resulting proceeds net of any required tax withholding shall be paid to the representative.

(d) Notwithstanding anything set forth in clause (a) above, if a termination of service results from a Participant’s Disability, then on the Service Termination Date (i) those tranche(s) of the outstanding Options and Stock Appreciation Rights held by such Participant on the Service Termination Date that would have vested in accordance with the Award Agreement during the 12 month period following the Service Termination Date but for the cessation of the Participant’s service with the Company or its Subsidiary as an Employee or service as a non-employee Director, shall become immediately vested and exercisable, and (ii) the risk of forfeiture and other restrictions on transfer applicable to tranche(s) of outstanding Restricted Stock held by such Participant on the Service Termination Date which would have lapsed in accordance with the Award Agreement during the 12 month period following the Service Termination Date but for the cessation of the Participant’s service with the Company or its Subsidiary as an employee or his service as a non-employee Director shall immediately be deemed to have lapsed.

14. Amendments and Termination.

(a) The Board may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) stockholder approval if such approval is necessary to qualify for or comply with any tax or regulatory requirement for which or with which the Board deems it necessary or desirable to qualify or comply, (ii) the consent of the affected Participant, if such action would materially impair the rights of such Participant under any outstanding Award or (iii) approval of the holders of a majority of the outstanding Common Stock with respect to any alteration or amendment to the Plan which increases the maximum number of Shares of Common Stock which may be issued under the Plan (except to the extent contemplated by Section 4(c) above), extends the term of the Plan or of options granted thereunder, changes the eligibility criteria in Section 5, or reduces the exercise or grant price below that now provided for in the Plan.

(b) Subject to Section 12, the Committee may delegate to another committee, as it may appoint, the authority to take any action consistent with the terms of the Plan, either before or after an Award has been granted, which such other committee deems necessary or advisable to comply with any government laws or regulatory requirements of a foreign country, including but not limited to, modifying or amending the terms and conditions governing any Awards, or establishing any local country plans as sub-plans to this Plan. In addition, under all circumstances, the Committee may make non-substantive administrative changes to the Plan as to conform with or take advantage of governmental requirements, statutes or regulations.

(c) The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, but no such amendment to an outstanding Award shall (i) materially impair the rights of any Participant without his or her consent or (ii) except for adjustments made pursuant to Section 4(c) or in connection with Substitute Awards, reduce the exercise or grant price of outstanding Options or Stock Appreciation Rights or cancel or amend outstanding Options or Stock Appreciation Rights for the purpose of repricing, replacing or regranting such Options or Stock Appreciation Rights with an exercise or grant price that is less than the exercise or grant price of the original Options or Stock Appreciation Rights without stockholder approval. Any change or adjustment to an outstanding Incentive Stock Option shall not, without the consent of the Participant, be made in a manner so as to constitute a “modification” that would cause such Incentive Stock Option to fail to continue to qualify as an Incentive Stock Option. Notwithstanding the foregoing, any adjustments made pursuant to Section 4(c) shall not be subject to these restrictions.

15. Dividends. Subject to the provisions of the Plan and any Award Agreement, the recipient of a Restricted Stock Award may, if so determined by the Committee, be entitled to receive cash or stock dividends, or cash payments in amounts equivalent to cash or stock dividends on Shares (“dividend equivalents”) with respect to the number of Shares covered by the Restricted Stock Award, as determined by the Committee, in its sole discretion, and the Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional Shares or otherwise reinvested.

16. General Provisions.

(a) An Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant or, in the event of a Participant’s legal incapacity to do so, by his or her guardian or legal representative acting on behalf of the Participant in a fiduciary capacity under state law and/or court supervision.; provided that the Committee, in its sole discretion, may permit additional transferability, on a general or specific basis, and may impose conditions and limitations on any permitted transferability.

(b) No Employee shall have the right to be selected to receive an Option or other Award under this Plan or, having been so selected, to be selected to receive a future Award grant or Option. Neither the Award nor any benefits arising out of the Plan shall constitute part of a Participant’s employment or service contract with the Company or any Subsidiary and, accordingly, the Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Board without giving rise to liability on the part of the Company or any Subsidiary for severance payments. The Awards under the Plan are not intended to be treated as compensation for any purpose under any other Company plan.

(c) No Employee shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Employees or Participants under the Plan.

(d) The prospective recipient of any Award under the Plan shall not, with respect to such Award, be deemed to have become a Participant, or to have any rights with respect to such Award, until and unless such recipient shall have accepted an Award Agreement or other instrument evidencing the Award.

(e) Nothing in the Plan or any Award granted under the Plan shall be deemed to constitute an employment or service contract or confer or be deemed to confer on any Employee or Participant any right to continue in the employ or service of, or to continue any other relationship with, the Company or any Subsidiary or limit in any way the right of the Company or any Subsidiary to terminate an Employee’s employment or Participant’s service at any time, with or without cause.

(f) All certificates for Shares delivered under the Plan pursuant to any Award shall be subject to such stock-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are then listed, and any applicable federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(g) No Award granted hereunder shall be construed as an offer to sell securities of the Company, and no such offer shall be outstanding, unless and until the Committee in its sole discretion has determined that any such offer, if made, would comply with all applicable requirements of the U.S. federal securities laws and any other laws to which such offer, if made, would be subject.

(h) Except as otherwise required in any applicable Award Agreement or by the terms of the Plan, recipients of Awards under the Plan shall not be required to make any payment or provide consideration other than the rendering of services.

(i) The Company and its Subsidiaries shall be authorized to withhold from any Award granted or payment due under the Plan the amount of withholding taxes due in respect of an Award or payment hereunder and to take such other action as may be necessary in the opinion of the Company or Subsidiary to satisfy all obligations for the payment of such taxes. The Committee shall be authorized to establish procedures for election by Participants to satisfy such obligation for the payment of such taxes by delivery of or transfer of Shares to the Company (to the extent the Participant has owned the surrendered shares for more than six months if such a limitation is necessary to avoid a charge to the Company for financial reporting purposes), or by directing the Company to retain Shares (up to the Employee’s minimum required tax withholding rate) otherwise deliverable in connection with the Award.

(j) Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.

(k) Any Award shall contain a provision that it may not be exercised at a time when the exercise thereof or the issuance of Shares thereunder would constitute a violation of any federal or state law or listing requirements of the New York Stock Exchange for such Shares or a violation of any foreign jurisdiction where Awards are or will be granted under the Plan. The provisions of the Plan shall be construed, regulated and administered according to the laws of the State of New Jersey without giving effect to principles of conflicts of law, except to the extent superseded by any controlling Federal statute.

(l) If any provision of the Plan is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan, it shall be stricken and the remainder of the Plan shall remain in full force and effect.

(m) Awards may be granted to Participants who are foreign nationals or employed outside the United States, or both, on such terms and conditions different from those applicable to Awards to Employees employed in the United States as may, in the judgment of the Committee, be necessary or desirable in order to recognize differences in local law or tax policy. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize the Company’s obligation with respect to tax equalization for Employees on assignments outside their home country.

(n) If approved by the Committee in its sole discretion, an Employee’s absence or leave because of military or governmental service or disability shall not be considered an interruption of employment for any purpose under the Plan.

(o) If an Award granted to a Participant under the Plan is also covered by another Benefit Plan (such as the Long Term Incentive Plan or an employment or severance agreement), the Award shall also be subject to the terms of such Benefit Plan(s). The Plan and all such Benefit Plans that cover the Participant and the Award shall be construed in a consistent manner. In the event of a conflict between the terms and conditions of the Plan and any of the Benefit Plans as they relate to an Award hereunder, the order of precedence shall be as follows: (i) any Benefit Plan that constitutes an employment or severance agreement; (ii) any Benefit Plan that constitutes a long term incentive plan or other plan which covers equity awards issued under the Plan; and (iii) the Plan; provided, however, that no effect shall be given to any provision of any Benefit Plan that conflicts with any provision of the Plan if and to the extent that such conflicting provision in the Benefit Plan could not have been approved by the Board as an amendment to the Plan pursuant to Section 14(a) of the Plan without stockholder approval or the consent of the relevant Participant, unless and until such approval or consent has been obtained.

17. Term of Plan. The Plan shall terminate on the tenth anniversary of the Effective Date, unless sooner terminated by the Board pursuant to Section 14.

18. Compliance with Section 16. With respect to Participants subject to Section 16 of the Exchange Act (“Members”), transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent that compliance with any Plan provision applicable solely to such Members that is included solely for purposes of complying with Rule 16b-3 is not required in order to bring a transaction by such Member in compliance with Rule 16b-3, it shall be deemed null and void as to such transaction, to the extent permitted by law and deemed advisable by the Committee. To the extent any provision in the Plan or action by the Committee involving such Members is deemed not to comply with an applicable condition of Rule 16b-3, it shall be deemed null and void as to such Members, to the extent permitted by law and deemed advisable by the Committee.

Exhibit 10.2

CANTEL MEDICAL CORP.

ANNUAL INCENTIVE COMPENSATION PLAN

PERSONAL AND CONFIDENTIAL

Purpose and Objectives

The purpose of the Incentive Compensation Plan (Plan) is to contribute to the motivation of key employees in accomplishing the Company’s goals. The objectives of the Plan are as follows:

· Clearly communicate and reinforce strategic, operational and financial objectives.

· Provide a competitive incentive for achievement of corporate and divisional goals on both an individual and team basis.

· Establish an objective basis for determining annual awards.

Plan Definitions

Certain words or phrases used in this plan document are defined as follows:

· Award — An annual incentive compensation award.

· Base Salary — Base salary as of July 31 st of the Plan Year (or a participant’s last day of employment with the Company if prior to July 31 st ), disregarding any reduction in the rate of base salary during the six-month period immediately preceding such date.

· Company — Cantel Medical Corp.

· Compensation Committee — a subgroup of the Company’s Board of Directors responsible for the following functions: (1) discharging the Board’s responsibilities relating to compensation of executive officers; (2) producing an annual report on executive compensation for inclusion in the proxy statement; and (3) design, maintenance and administration of the Company’s incentive plans.

· Plan Year — The period from August 1 st — July 31 st (fiscal year of Company). The initial Plan Year is the fiscal year ending July 31, 2010.

· Target Award — An incentive compensation award to be earned by a participant based on achieving pre-determined financial objectives and other performance objectives during the Plan Year that represents payment at 100%.

Eligibility

All executive officers of the Company, the CEOs of the Company’s Minntech Corporation, Mar Cor Purification, Inc. and Crosstex International, Inc. subsidiaries and other direct reports to the CEO of the Company and key employees who are approved by the Compensation Committee are eligible for Awards under this Plan. New hires/promotions are eligible for a pro-rated Award. Participation will be based on a position’s level and ability to influence the long term performance of the Company. Participants are identified by title and recommended by the CEO of Cantel Medical Corp., subject to the approval of the Compensation Committee.

Administration

The Compensation Committee has ultimate authority over the Plan, is responsible for approving the Plan and may alter any provision of the Plan or terminate the Plan at any time subject to the terms of the Plan herein. The Compensation Committee will directly administer the Plan with respect to all participants. Specific responsibilities of the Committee include:

· Approving the performance objectives, targets and ranges

· Determining incentive compensation award percentages

· Approving incentive compensation awards

The CEO of the Company will make recommendations to the Compensation Committee and resolve questions regarding the interpretation of the Plan.

Prior to the commencement of each new Plan Year or within seventy-five (75) days thereafter, the Compensation Committee shall approve and adopt specific performance targets and target award levels for Plan participants for such Year, which shall be based on the attainment of specified levels of one or any combination of the following: revenues, cost reductions, operating income, income before taxes, net income, adjusted net income, earnings per share, adjusted earnings per share, operating margins, working capital measures, return on assets, return on equity, return on invested capital, cash flow measures, market share, shareholder return or economic value added of the Company or the subsidiary or division of the Company for or within which the participant is primarily employed. Such performance goals also may be based on the achievement of specified levels of Company performance (or performance of an applicable subsidiary) under one or more of the measures described above relative to the performance of other corporations.

Target Award Levels

The target incentive awards for each eligible position (by category) are expressed as a percentage of Base Salary as follows:

ELIGIBLE POSITION		TARGET INCENTIVE AWARD
CEO/President		70% – 100%
COO, Division CEO, Executive Vice President, Senior Vice Presidents		45% – 65%
Vice Presidents		40% – 55%
Other Key Employees		10% – 35%

Notwithstanding the foregoing, Division CEOs will have 25% of their Bonus Target based on the annual Performance Target established for executives of Cantel Medical Corp. The remaining 75% will be based on the annual performance target specific to the operations of such CEO’s division(s), which shall be established by the CEO of the Company in consultation with the Compensation Committee.

Awards will be determined as follows:

	COMPANY-WIDE EARNINGS		DIVISION EARNINGS OR OTHER TARGET
CORPORATE EXECUTIVES	100	%	—
DIVISION CEOs	25	%	75	%

Payout Ranges

Payout ranges are based upon levels of achievement of the targets and are expressed as a percentage of the Target Award as follows:

		MINIMUM		TARGET MET		MAXIMUM
Financial Objective		50	%	100	%	200	%

Determination of Awards

To maintain a focus on increasing shareholder value and driving superior financial performance, awards under this Plan will be based on the achievement of targets relating to the Company’s earnings, as measured by earnings per share or on such other performance criteria as may be established by the Compensation Committee for each Plan Year as described above under the heading “Administration”. Notwithstanding the specific performance criteria established, in making a determination as to whether or not such criteria was satisfied and the extent to which a bonus should be awarded, the Compensation Committee shall take into consideration factors such as unanticipated taxes, acquisition costs, non-recurring and extraordinary items, and other equitable factors, as determined by the Compensation Committee in its discretion.

Distribution of Awards

Awards under the Plan are to be paid to eligible participants in cash as soon as financial performance is finalized and individual performance has been assessed, but in no case later than October 15th.

Subject to the terms of a participant’s employment, severance or other written compensation agreement with the Company and the provisions of the following paragraph, a participant must be actively employed by the Company on the date the Award is paid to receive the Award. Participants hired or promoted to an eligible position for participation in the Plan during the Plan Year may receive a pro-rated Award (based on time in the eligible position during the Plan Year) subject to the approval of the Compensation Committee.

In the event the employment of a participant is terminated due to death, disability, or Retirement (as defined below) prior to the payment date for such Award, the participant will be entitled to receive the Award (in whole or on a pro rata basis for the period employed, as applicable) that would have been earned if the participant’s employment had continued through the next Award payment date, subject to the approval of the Compensation Committee. “Retirement” means the termination by a Participant of his or her employment with the Company (other than as a result of death or disability) on or after (a) the participant’s 60 th birthday if the Participant has completed at least fifteen (15) years of service with the Company or any of its subsidiaries, or (b) the Participant’s 65 th birthday if the participant has completed at least ten (10) years of service with the Company or any of its subsidiaries.

General Provisions

Limitations on Vested Interest

It is understood that the Awards hereunder are within the sole discretion of the Company. No participant has any vested interest in an Award under the Plan until such Award has been approved by the Compensation Committee.

Participants may be deleted from the Plan at the beginning of each Plan Year at the sole discretion of the Compensation Committee by giving written notice to such participants at least thirty (30) days prior to the commencement of the Plan Year. New participants may be added to the Plan at any time at the sole discretion of the Compensation Committee.

Notwithstanding anything in the Plan to the contrary, at the sole discretion of the Compensation Committee, a participant may be deleted from the Plan or a participant’s Award may be reduced

due to substantiated poor individual performance or misconduct. The Compensation Committee intends to provide written notice to such participant promptly following its knowledge or determination of poor individual performance or misconduct and give the participant an opportunity to dispute or explain his performance or misconduct and, to the extent practical, correct any correctible poor performance; provided, however, that the failure to provide such notice shall not affect the Committee’s rights under this paragraph.

Employment Rights

The Plan does not give any employee the right to be retained in the employ of the Company. Specifically, the Plan does not create an employment contract for the Plan Year or any part thereof.

Participation in Other Plans

Participation in the Plan shall neither be deemed to limit a participant’s rights under any other compensation or benefit plan maintained by the Company that covers such participant nor to entitle a participant to benefits under any other compensation or benefit plan maintained by the Company.

Non-Assignment

Incentive compensation payments may not be pledged, assigned or transferred for any reason other than in connection with the death of a participant.

Construction

This Plan and the Company’s other cash or equity incentive compensation plans, employee benefit plans or programs, the Company’s 2006 Equity Incentive Plan and any successor thereto (the “Equity Plan”) and the agreements issued thereunder and any employment or severance agreement that covers the participant (collectively, “Benefit Plans”) shall be construed in a consistent manner. In the event of conflict between the terms and conditions of this Plan and any of the Benefit Plans as they relate to the participant and any particular payment or Award hereunder, the order of precedence shall be as follows: (i) any Benefit Plan that constitutes an employment or severance agreement; (ii) this Plan; (iii) any other Benefit Plan that constitutes an annual or long term incentive plan; (iv) the Equity Plan; and (v) any agreement issued under the Equity Plan; provided, however, that no effect shall be given to any provision of this Plan that conflicts with any provision of the Equity Plan if and to the extent that such conflicting provision could not have been approved by the Company’s Board of Directors as an amendment to the Equity Plan pursuant to Section 14(a) of the 2006 Equity Incentive Plan (or any corresponding provision of any successor Equity Plan) without stockholder approval or the consent of the relevant participant, unless and until such approval or consent has been obtained.

Withholding

Any taxes required to be withheld by Federal, State or Local Regulations will be deducted from incentive compensation payments hereunder.

Discontinuance, Suspension or Amendment of the Plan

The Company, with the approval of the Compensation Committee, may discontinue or suspend the Plan at any time, or amend the Plan in any respect. The Company may review the Plan and its administration at any time to determine whether the objectives of the Plan continue to be met.

Exhibit 10.3

CANTEL MEDICAL CORP.

LONG TERM INCENTIVE PLAN

CONFIDENTIAL

Purpose and Objectives

The purpose of the Long Term Incentive Plan (Plan) is to contribute to the motivation of key employees in accomplishing the Company’s long term strategic and shareholder value goals. The specific objectives of the Plan are as follows:

· Clearly communicate and reinforce strategic, operational and financial objectives linked to creating shareholder value.

· Provide a competitive incentive for achievement of long term corporate shareholder value goals.

· Establish an objective basis for determining annual long term incentive Awards for eligible participants.

Plan Definitions

Certain words or phrases used in this plan document are defined as follows:

· Award — An annual long term incentive equity award granted under this Plan.

· Company — Cantel Medical Corp.

· Compensation Committee — A subgroup of the Board of Directors responsible for the following functions: (1) discharging the Board’s responsibilities relating to compensation of executive officers; (2) producing an annual report on executive compensation for inclusion in the proxy statement; and (3) design, maintenance and administration of the Company’s incentive plans.

· Equity Plan — The Cantel Medical Corp. 2006 Equity Incentive Plan, as amended or any successor plan.

· Plan Year — The period from August 1 st — July 31 st (fiscal year of Company). The initial Plan Year is the fiscal year ending July 31, 2010.

· Target Award — An Award granted to a participant based on eligibility and achievement of EPS objectives and/or other performance objectives for the Plan Year established by the Compensation Committee that represents a grant at 100%.

Eligibility

All executive officers of the Company, the Presidents of the Company’s Minntech Corporation, Mar Cor Purification, Inc. and Crosstex International, Inc. subsidiaries and other direct reports to the CEO of the Company who are approved by the Compensation Committee are eligible for Awards under this Plan. New hires/promotions are eligible for a pro-rated Award. Participation will be based on a position’s level and ability to influence the long term performance of the Company. Participants are identified by title and recommended by the CEO of Cantel Medical Corp., subject to the approval of the Compensation Committee.

Administration

The Compensation Committee has ultimate authority over the Plan, is responsible for approving the Plan and may alter any provision of the Plan or terminate the Plan at any time subject to the terms of the Plan. The Compensation Committee will directly administer the Plan with respect to all participants. Specific responsibilities of the Committee include:

· Approving annual Awards made under the Plan

· Approving performance targets

· Determining Award levels and participation eligibility

The CEO of the Company will make recommendations to the Compensation Committee and resolve questions regarding the interpretation of the Plan.

Awards granted hereunder shall be issued under the Equity Plan, and except as otherwise provided herein shall be subject to the terms and conditions of the Equity Plan and the Award Agreement pursuant to which the Award was granted.

Target Grant Size

The annualized expected value of the participants’ target Awards will be reviewed annually by the Compensation Committee to ensure competitiveness with market trends.

Mix of Targeted Award Value

All participants will be eligible for an Award consisting of Restricted Stock, Options and/or Performance Awards, each as defined in the Equity Plan.

Performance Measures

Performance Awards will be contingent on acceptable individual performance as well as predetermined financial objectives of the Company or one or more of its subsidiaries or operating segments determined by the Compensation Committee, which shall be based on the attainment of specified levels of one or any combination of the following: revenues, cost reductions, operating income, income before taxes, net income, adjusted net income, earnings per share, adjusted earnings per share, operating margins, working capital measures, return on assets, return on equity, return on invested capital, cash flow measures, market share, shareholder return or economic value added of the Company or the subsidiary or division of the Company for or within which the participant is primarily employed. Such performance goals also may be based on the achievement of specified levels of Company performance (or performance of an applicable subsidiary) under one or more of the measures described above relative to the performance of other corporations.

Performance Awards granted hereunder will vest upon achievement of the designated performance criteria, provided that the participant is then employed by the Company. Notwithstanding the specific performance criteria established, in making a determination as to whether or not criteria such as earnings growth were achieved, the Compensation Committee shall take into consideration factors such as unanticipated taxes, acquisition costs, non-recurring and extraordinary items, and other equitable factors, as determined by the Compensation Committee in its discretion.

Vesting Period for Service-based Awards

Except as otherwise provided herein, service-based Awards will vest ratably over three (3) years following the date of grant, or such other period of time determined by the Compensation Committee as permitted under the Equity Plan.

Award Term

The term of each Award will be determined by the Compensation Committee.

Effect of Termination

Performance Awards .

With respect to any termination of employment with the Company for any reason, the participant will forfeit any non-vested Performance Awards.

Service-based Awards .

With respect to any termination of employment with the Company (other than as a result of a participant’s death or Disability) (i) by a participant for any reason other than “Good Reason,” or “Adequate Reason” or “Retirement,” or (ii) by the Company for “Cause” or “Unacceptable Performance”, then the participant will forfeit any non-vested Option and Restricted Stock Awards or portions thereof. If the participant is party to an Executive Severance Agreement, capitalized terms used in this Section (Effect of Termination) shall have the meanings set forth in such Agreement (or any successor or other similar employment agreement between the Company and the participant). If the participant is not party to an Executive Severance Agreement (or any successor or other similar employment agreement that defines such terms), the definitions set forth on Exhibit A annexed hereto shall apply.

In the event of a termination of a participant’s employment with the Company (i) by a participant for “Good Reason” or “Adequate Reason” or (ii) by the Company other than for “Cause” or “Unacceptable Performance” or (iii) as a result of the participant’s death, all of the Options and Restricted Stock granted to the participant under the Plan will automatically vest as of the date of termination of employment.

In the event of a termination of a participant’s employment with the Company as a result of the participant’s Retirement, all of the Options granted to the participant under the Plan will automatically vest and the participant will forfeit any non-vested Restricted Stock Awards or portions thereof as of the date of termination of employment.

In the event a participant’s employment with the Company is terminated due to Disability prior to the full vesting of the Options and Restricted Stock granted to the participant under the Plan, then those tranche(s) of the Option or Restricted Stock Award which would have vested in accordance with the terms of such awards within the twelve (12) month period following the date of termination of employment, but for the participant’s termination of employment, will automatically vest as of the termination date.

For purposes of this Section, a participant’s employment with the Company will be considered to have terminated when he had a “separation from service” (within the meaning of Code Section 409A(e)(2)(4)) from the Company (including for this purpose its Subsidiaries).

Notwithstanding anything set forth herein, the Compensation Committee may in its discretion accelerate the vesting of any Award hereunder, other than a Performance Award which is intended by the Compensation Committee to qualify as “performance-based compensation” for purposes of Section 162(m) of the Internal Revenue Code.

Effect of a Change in Control

As of the effective time of a Change in Control (as defined in the Equity Plan), all risks of forfeiture of outstanding Restricted Stock Awards issued hereunder will automatically lapse and Option Awards issued hereunder will become automatically fully exercisable in accordance with their terms.

Distribution of Awards

Within seventy-five (75) days following each Plan Year, the Compensation Committee shall (a) review the Company’s performance and individual performances of participants during such Plan Year, (b) review all performance based Awards with respect to such Plan Year to determine whether or not the requisite performance targets were achieved, (c) based on such review, take such actions that are required in connection with the granting, vesting or forfeiture of such Awards (based on the terms thereof) and (d) develop and adopt a summary plan including performance based requirements and Award targets, if any, for the following Plan Year. The summary plan for each Plan Year shall be delivered to the Board promptly following its adoption by the Compensation Committee.

A participant must be employed by the Company on the date Awards are granted to receive a new Award. Participants hired or promoted to an eligible position during the Plan Year may receive a pro-rated Award (based on time in the eligible position during the Plan Year) subject to the approval of the Compensation Committee.

General Provisions

No Right to Awards; Limitation on Vested Interest.

The Compensation Committee shall have the right to determine in it is sole discretion which eligible employees will participate in the Plan each Plan Year. The granting of Awards hereunder shall also be in the sole discretion of the Compensation Committee. No participant has any interest in an Award under the Plan until such Award has been approved by the Compensation Committee.

At the sole discretion of the Compensation Committee, a participant’s Award may be reduced due to substantiated poor individual performance or misconduct. The Compensation Committee intends to provide written notice to such participant promptly following its knowledge or determination of poor individual performance or misconduct and give the participant an opportunity to dispute or explain his performance or misconduct and, to the extent practical, correct any correctible poor performance; provided, however, that the failure to provide such notice shall not affect the Committee’s rights under this paragraph.

Employment Rights

The Plan does not give any participant the right to be retained in the employ of the Company. Specifically, the Plan does not create an employment contract with any participant for the Plan Year or any part thereof.

Participation in Other Plans

Participation in the Plan shall not be deemed either to limit a participant’s rights under any other compensation or benefit plan maintained by the Company that covers such participant or to entitle a participant to benefits under any other compensation or benefit plan maintained by the Company.

Non-Assignment

Except as expressly permitted in the Equity Plan, Awards may not be pledged, assigned or transferred for any reason.

Construction

This Plan and the Company’s other cash or equity incentive compensation plans, employee benefit plans or programs, the Equity Plan and the agreements issued thereunder and any employment or severance agreement that covers the participant (collectively, “Benefit Plans”) shall be construed in a consistent manner. In the event of conflict between the terms and conditions of this Plan and any of the Benefit Plans as they relate to the participant and any particular payment or Award hereunder, the order of precedence shall be as follows: (i) any Benefit Plan that constitutes an employment or severance agreement; (ii) this Plan; (iii) any other Benefit Plan that constitutes an annual or long term incentive plan; (iv) the Equity Plan; and (v) any agreement issued under the Equity Plan; provided, however, that no effect shall be given to any provision of this Plan over any provision of the Equity Plan, if such provision could not have been approved by the Board of Directors as an amendment to the Equity Plan pursuant to Section 14 (a) of the 2006 Equity Incentive Plan (or any corresponding provision in a successor Equity Plan) without stockholder approval or consent of the relevant participant, unless and until such approval or consent has been obtained.

Discontinuance, Suspension or Amendment of the Plan

The Company, with the approval of the Compensation Committee, may discontinue or suspend the Plan at any time, or amend the Plan in any respect; provided, however, that no discontinuance, suspension or amendment may adversely affect any then outstanding Award without the consent of the holder of such Award. The Company may review the Plan and its administration at any time to determine whether the objectives of the Plan continue to be met.

Exhibit A

Definitions

“ Adequate Reason ” means any of the following without the express written consent of the participant:

(1) a material reduction in the participant’s authority, duties, or responsibilities or the assignment to the participant of duties of a substantial nature and on a continuous or regular basis that are materially inconsistent with, the duties of the participant;

(2) a reduction in the participant’s base compensation or failure to include the participant with other similarly situated employees in any incentive, bonus, or benefit plans as may be offered by the Company from time to time;

(3) a change in the primary location at which the participant is required perform the duties of his employment to a location that is more than thirty (30) miles from the location at which his office is located on the effective date of the Plan; or

(4) the Company’s material breach of the participant’s employment agreement, if any.

“ Cause ” means the participant’s:

(1) act of fraud, embezzlement, theft, or other intentional material violation of the law in connection with or in the course of his employment;

(2) willful gross misconduct that is likely to materially injure the reputation, business, or a business relationship of the Company; or

(3) willful material violation of any Confidentiality and Non-Competition Agreement.

For purposes of the definition of “Cause”, the following shall apply:

· no act, or failure to act, on the part of the participant shall be deemed “willful,” if it was done or omitted by the participant in good faith or with a reasonable belief that the act or omission was not opposed to the best interests of the Company; and

· the participant’s employment shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the participant a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the participant and an opportunity for the participant, together with his counsel, to be heard by the Board), finding that in the Board’s good faith opinion, the participant was guilty of conduct constituting Cause and describing the specific acts or omissions constituting such conduct.

“ Disability ” means an illness or injury that qualifies the participant for disability benefits under a long-term disability plan of the Company or a Subsidiary in which the participant is a participant; provided, however, that a Disability shall not be deemed to have occurred hereunder unless the participant is absent from work or otherwise substantially unable to assume his normal duties for a period of ninety (90) successive days or an aggregate of one hundred twenty (120) days during any consecutive twelve-month period.

“ Good Reason ” means any of the following without the participant’s express written consent:

(1) a material reduction in the participant’s base compensation or failure to include the participant with other similarly situated employees in any incentive, bonus, or benefit plans as may be offered by the Company from time to time;

(2) a material reduction in the participant’s authority, duties, or responsibilities or the assignment to the participant of duties of a substantial nature and on a continuous or regular basis that are materially inconsistent with, the duties of the participant;

(3) a material reduction in the authority, duties, or responsibilities of the supervisor to whom the participant is required to report;

(4) a material reduction in the budget over which the participant retains authority or responsibility;

(5) a change in the primary location at which the participant is required perform the duties of his employment to a location that is more than thirty (30) miles from the location at which his office is located on the effective date of the Plan; or

(6) the Company’s material breach of the participant’s employment agreement, if any.

“ Retirement ” means the participant’s termination of his employment with the Company or its Subsidiary (other than as a result of death or Disability) on or after (A) the participant’s 65th birthday if the participant has completed at least 10 years of employment with the Company or any of its Subsidiaries, or (B) the participant’s 60th birthday if the participant has completed at least 15 years of employment with the Company or any of its Subsidiaries.

“ Subsidiary ” means a corporation, company or other entity in which the Company beneficially owns, directly or indirectly, at least 50 percent of the total combined voting stock or voting power.

“ Unacceptable Performance ” means any of the following:

(1) the participant’s act or failure to act constituting willful misconduct or gross negligence that is materially injurious to the Company or its reputation;

(2) the participant’s material failure to perform the duties of his employment (except in the case of a termination of employment for Good Reason or Adequate Reason or on account of the participant’s physical or mental inability to perform such duties) and the failure to correct such failure within a reasonable period after receiving written notice from the Board describing such failure in detail; provided, however, that the quality of the participant’s performance (determined by achievement of Company or personal targets or otherwise) shall not be a factor in determining whether the participant has performed his duties;

(3) the participant’s violation of any code of ethics or business conduct or written harassment policies of the Company that continues after the Board has provided notice to the participant that the continuation of such conduct will result in termination of the participant’s employment;

(4) willful material violation of any Confidentiality and Non-Competition Agreement;

(5) the participant’s arrest or indictment for (i) a felony or (ii) a lesser criminal offense involving dishonesty, breach of trust, or moral turpitude; or

(6) the participant’s breach of a material term, condition, or covenant of the participant’s employment agreement, if any, and the failure to correct such breach promptly following receipt of written notice from the Board describing such breach in detail.

Exhibit 10.4

STOCK OPTION AGREEMENT

STOCK OPTION AGREEMENT made as of the day of , 201 by and between CANTEL MEDICAL CORP. , a Delaware corporation with principal offices located at 150 Clove Road, Little Falls, New Jersey 07424 (the “Company”), and (the “Optionee”).

W I T N E S S E T H:

WHEREAS , the Optionee is, on the date hereof, an employee of the Company or of a Subsidiary or a non-employee Director of the Company; and

WHEREAS , the Company wishes to grant to Optionee an option to purchase shares of the Company’s Common Stock pursuant to the Company’s 2006 Equity Incentive Plan (the “Plan”); and

WHEREAS , the Board of Directors of the Company or the Committee under the Plan has authorized the grant of a stock option to the Optionee;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, receipt of which is hereby acknowledged, the Company, pursuant to the Plan, hereby grants the Optionee the option to acquire shares of the Common Stock of the Company upon the following terms and conditions:

1. GRANT OF OPTION .

(a) The Company hereby grants to the Optionee the right and option (the “Option”) to purchase up to shares of Common Stock, par value $.10 per share, of the Company (the “Shares”), to be issued upon the exercise hereof, fully paid and non-assessable, during the following periods (subject to Section 1(d) and Section 4 below):

(i) No Shares may be purchased prior to the first anniversary of the date hereof;

(ii) Up to Shares may be purchased on or after the first anniversary of the date hereof;

(iii) Up to an additional Shares may be purchased on or after the second anniversary of the date hereof; and

(iv) Up to an additional Shares may be purchased on or after the third anniversary of the date hereof.

(b) The Option granted hereby shall expire and terminate at 5:00 p.m. local time in New York, New York on the fifth anniversary of the date hereof (the “Expiration Date”) at which time the Optionee shall have no further right to purchase any Shares not then purchased.

(c) The Option is not intended to qualify as an Incentive Stock Option within the meaning of Section 422 of the Internal Revenue Code.

(d) The vesting schedule under Section 1(a) above shall be subject to the terms of any employment agreement, severance agreement or similar agreement between the Optionee and the Company (or a Subsidiary of the Company) and any long term incentive plan of the Company that covers the vesting of Options.

2. EXERCISE PRICE . The exercise price of the Option shall be $ per Share, and shall be payable (i) in cash by wire transfer or personal, certified or bank check); or (ii) by the transfer to the Company of whole Shares that are already owned by the Optionee with a Fair Market Value (determined under the Plan) equal to the exercise price of the Shares issuable upon exercise of the Option (or partly in cash and partly in such Shares); provided, however, that the Company shall not be required to deliver (or make available) Shares with respect to which an Option is exercised until the Company has confirmed the receipt of good and available funds in payment of the exercise price thereof as well as any required tax withholding obligation. In addition to the foregoing, payment of the exercise price may be made by delivery to the Company by the Optionee of an executed exercise form, together with irrevocable instructions to a broker-dealer to sell or margin a sufficient portion of the Shares covered by the Option and deliver the sale or margin loan proceeds directly to the Company (sufficient to pay the exercise price and required tax withholding obligation). In addition, at the request of the Optionee as set forth on his or her executed exercise form, the Company is authorized to settle all or part of any Option by delivering to the Optionee Shares having a Fair Market Value (determined under the Plan) equal to the product of the excess of the Fair Market Value (determined under the Plan) of one Share, over the Option exercise price, multiplied by the number of Shares with respect to which the Optionee proposes to exercise the Option. The Company shall pay all original issue or transfer taxes on the exercise of the Option.

3. EXERCISE OF OPTION . The Optionee shall notify the Company by registered or certified mail, return receipt requested, addressed to its principal office, as to the number of Shares which he desires to purchase under the Option, which notice shall be accompanied by payment of the Option exercise price therefor as specified in Paragraph 2 above. As soon as practicable after the receipt of such notice, the Company shall, at its principal office or another mutually convenient location, tender to the Optionee certificates issued in the Optionee’s name evidencing the Shares purchased by the Optionee hereunder or otherwise cause its transfer agent to deliver for the account of the Optionee (or his or her permitted transferee) the number of Shares acquired upon the exercise.

4. CONDITIONS OF EXERCISE .

(a) The Optionee shall have the right to exercise the Option only while he is an employee of the Company or any of its Subsidiaries or, in the case of a non-employee Director, while he is serving on the Board, except that if the Optionee’s service shall be terminated for any reason other than his death, Disability, Retirement or for “Cause,” the Option may be exercised at any time within three (3) months after the date of termination but only to the

extent that it was exercisable on such date of termination and in no event after the Expiration Date.

(b) If the Optionee’s employment with the Company or any of its Subsidiaries or his service as a non-employee Director is terminated as a result of his Retirement or death while in the employ or service of the Company or any of its Subsidiaries, the Option will become fully exercisable as of the date of such termination. In the case of Retirement, the Option will continue to be exercisable in accordance with its terms for the Option term. In the case of the Optionee’s death, the Option may be exercised by the Optionee’s executor, administrator or other person at the time entitled by law to his rights under the Option, at any time within twelve (12) months after the date of such termination, but in no event after the Expiration Date.

(c) If the Optionee’s employment with the Company or any of its Subsidiaries or his service as a non-employee Director is terminated as a result of his Disability, any tranche(s) underlying the Option that would have vested during the twelve (12 ) month period following the service termination date but for the cessation of the Optionee’s service with the Company or Subsidiary shall become immediately vested and exercisable as of the date of such termination, and the vested portion of the Option may be exercised by the Optionee at any time within twelve (12) months after the date of termination of the Optionee’s service, but in no event after the Expiration Date.

(d) The Optionee shall also be entitled to certain accelerated vesting in connection with a termination of his employment or service following a Change in Control to the extent permitted by Section 10 of the Plan.

(e) The foregoing provisions shall be subject to the terms of the Plan and any other Benefit Plan that covers the Optionee to the extent such Benefit Plan provides for accelerated vesting of Options.

5. GENERAL PROVISIONS .

(a) Employment Or Other Relationship . This Agreement shall not confer on the Optionee any right with respect to the continuance of employment or any other relationship with the Company or any Subsidiary, nor will it interfere in any way with the right of the Company or such Subsidiary to terminate such employment or relationship.

(b) Withholding Taxes . To permit the Company to comply with all applicable federal and state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all federal and state payroll, income or other taxes required to be withheld by the Company with respect to any exercise of the Option hereunder (the “Required Withholdings”) are so withheld. If the Company is unable to withhold the same, the Optionee hereby agrees to pay (i) the Required Withholdings to the Company promptly upon demand therefor, and (ii) that in the event he fails to do so, the Company may unilaterally transfer into its own name from any Shares subject to the Option being exercised, the number of shares having a Fair Market Value equal to the amount of the Required Withholdings.

(c) 2006 Equity Incentive Plan . The Option evidenced by this Agreement is granted pursuant to the Plan, a copy of which Plan has been made available to the Optionee and is hereby incorporated into this Agreement. This Agreement is subject to and in all respects limited and conditioned as provided in the Plan. All defined terms of the Plan shall have the same meaning when used in this Agreement. The Plan governs this Award and, subject only to clause (d) below (Construction), in the event of any questions as to the construction of this Agreement or in the event of a conflict between the Plan and this Agreement, the Plan shall govern, except as the Plan otherwise provides.

(d) Construction . If the Option was granted to the Participant under the Company’s Long Term Incentive Plan or another Benefit Plan of the Company or is otherwise expressly subject to a Benefit Plan of the Company which covers the Participant, such as an employment or severance agreement, the Option shall also be subject to the terms of such Benefit Plan. This Agreement, the Plan and the Benefit Plans shall be construed in a consistent manner. In the event of conflict between the terms and conditions of this Agreement, the Plan and any of the Benefit Plans, the order of precedence shall be as follows: (i) any Benefit Plan that constitutes an employment or severance agreement; (ii) any Benefit Plan that constitutes a long term incentive plan or other plan which covers equity awards issued under the Plan; (iii) the Plan; and (iv) this Agreement.

(e) Non-Assignability Of Options . The Optionee may not give, grant, sell, exchange, transfer legal title, pledge, assign or otherwise encumber or dispose of the Option herein granted or any interest therein, otherwise than by will or the laws of descent and distribution and, except as provided in Paragraph 4(b) hereof, the Option may be exercised only by the Optionee.

(f) Securities Laws . By accepting the Option, the Optionee agrees for himself, his heirs and legatees not to sell or otherwise transfer any and all Shares purchased upon the exercise thereof except in compliance with the applicable provisions of the Securities Act of 1933, as amended from time to time (the “Act”) and any other applicable legal requirements. Further, the Optionee agrees that if the Optionee’s sale of the Shares is at any time not covered by an effective registration statement under the Act (it being agreed that the Company will use its commercially reasonable best efforts to cause a registration statement (so long as such registration statement may be filed on Form S-8 or any substantially similar successor form) to be in effect during any period in which the same may be required in order to permit the Optionee to sell the Shares in the public market), the Company may require the Optionee to make such representations and agreements and furnish such information, and the Company may take such additional actions, in each case, as the Company may in its reasonable discretion deem necessary or desirable to assure compliance by the Company, on terms acceptable to the Company, with the provisions of the Act and any other applicable legal requirements, including but not limited to the placing of a “stop transfer” order with respect to such Shares with its transfer agent or the placing of an appropriate restrictive legend on the certificate(s) evidencing such Shares in substantially the following form:

“The sale of the securities represented by this certificate has not been registered under the Securities Act of 1933, and may not be sold or

transferred in the absence of an effective Registration Statement covering such sale or transfer under the Securities Act of 1933 or an opinion of counsel to the Company that registration is not required under said Act. In the event that a Registration Statement becomes effective covering the securities or counsel to the Company delivers a written opinion that registration is not required under said Act, this certificate may be exchanged for a certificate free from this legend.”

(g) No Rights As Shareholders . The Optionee shall have no rights as a shareholder in respect of the Shares as to which the Option shall not have been exercised and payment made as herein provided.

(h) Shares Reserved . The Company shall at all times during the term of the Option reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Agreement.

(i) Restriction On Issuance Of Shares . If at any time the Company shall reasonably determine that the listing, registration or qualification of the Shares subject to the Option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, are necessary or desirable in connection with the issuance or purchase of the Shares subject thereto, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company. The Optionee shall have no rights against the Company if the Option is not exercisable by virtue of the foregoing provision.

(j) Binding Effect . This Agreement shall bind and inure to the benefit of the parties and their permitted successors and assigns.

(k) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey applicable to agreements made and to be performed wholly within the State of New Jersey.

(l) Counterparts . This Agreement may be executed in duplicate counterparts, each of which when so executed shall be deemed to be an original and both of which when taken together shall constitute one and the same instrument. Either party may execute this Agreement by facsimile or electronic signature.

ACCORDINGLY , the parties hereto have caused this Agreement to be executed on the day and year first above written.

	CANTEL MEDICAL CORP.


	By:
	Its:



	Optionee

Exhibit 10.5

RESTRICTED STOCK AGREEMENT

CANTEL MEDICAL CORP.

2006 EQUITY INCENTIVE PLAN

THIS AGREEMENT is made effective as of this day of , , by and between Cantel Medical Corp., a Delaware corporation (the “Company”), and (the “Participant”).

W I T N E S S E T H:

WHEREAS , the Participant is, on the date hereof, an employee of the Company or of a Subsidiary of the Company; and

WHEREAS , the Company wishes to grant a Restricted Stock Award to the Participant for shares of the Company’s Common Stock pursuant to the Company’s 2006 Equity Incentive Plan (the “Plan”); and

WHEREAS , the Board of Directors of the Company or the Committee under the Plan has authorized the grant of a Restricted Stock Award to the Participant;

NOW, THEREFORE , in consideration of the premises and of the mutual covenants herein contained, the parties hereto agree as follows:

1. Grant of Restricted Stock Award . The Company hereby grants to the Participant on the date set forth above a Restricted Stock Award (the “Award”) for ( ) shares of Common Stock, par value $.10 per share, of the Company (the “Shares”) on the terms and conditions set forth herein, which Shares are subject to adjustment pursuant to Section 4(c) of the Plan. The Shares shall be issued to the Participant for no cash consideration. The Company shall cause the Shares to be issued in “book form” with its transfer agent until such time as the risk of forfeiture and other transfer restrictions set forth in this Agreement have lapsed with respect to such Shares, at which time the Company shall cause the Shares to be delivered to the Participant. In the alternative, in the Company’s sole discretion, the Company shall cause to be issued one or more stock certificates representing such Shares in the Participant’s name, and shall hold each such certificate (together with a stock power duly executed in blank by the Participant) represented by the certificate. The Company shall place a legend on such certificates describing the risk of forfeiture and other transfer restrictions set forth in this Agreement providing for the cancellation of such certificates if the Shares are forfeited as provided in Section 2 below. Until such risk of forfeiture has lapsed or the Shares subject to this Award have been forfeited pursuant to Section 2 below, the Participant shall be entitled to vote the Shares and shall receive all dividends or other distributions attributable to such Shares, but the Participant shall not have any other rights as a shareholder with respect to such Shares.

2. Vesting of Restricted Stock .

(a) The Shares subject to this Award shall remain forfeitable until the risk of forfeiture lapses according to the following vesting schedule:

Vesting Date		Number of Shares
First anniversary of the date hereof
Second anniversary of the date hereof
Third anniversary of the date hereof

(b) Subject to the provisions of paragraphs (e) and (f) below, if the Participant’s employment with the Company (or a Subsidiary) terminates (so that the Participant is no longer an employee of the Company or any of its Subsidiaries) at any time prior to a Vesting Date other than by reason of death or Disability, the Participant shall immediately forfeit all Shares subject to this Award which have not yet vested and for which the risk of forfeiture has not lapsed.

(c) If the Participant’s service with the Company or a Subsidiary as an employee is terminated as a result of his death, all Restricted Stock that is held by such Participant as of the date of termination of service shall become immediately vested and no longer subject to any risk of forfeiture.

(d) If the Participant’s service with the Company or a Subsidiary as an employee is terminated as a result of his Disability, any tranche(s) of Restricted Stock that would have vested during the 12 month period following the service termination date but for the cessation of the Participant’s employment or service with the Company or a Subsidiary shall become immediately vested and no longer subject to any risk of forfeiture.

(e) The Participant shall also be entitled to certain accelerated vesting in connection with a termination of his employment following a Change in Control to the extent permitted by Section 10 of the Plan.

(f) The foregoing provisions shall be subject to the terms of the Plan and any other Benefit Plan that covers the Participant to the extent such Benefit Plan provides for accelerated vesting of Restricted Stock.

(g) The Compensation Committee in its discretion may accelerate vesting of all or any portion of the Shares subject to this Award.

3. General Provisions .

(a) Employment or Other Relationship . This Agreement shall not confer on the Participant any right with respect to the continuance of employment or any other relationship with the Company or any Subsidiary, nor will it interfere in any way with the right of the Company or such Subsidiary to terminate such employment or relationship.

(b) Withholding Taxes . To permit the Company to comply with all applicable federal and state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all federal and state payroll, income or other taxes required to be withheld by the Company with respect to the Award made hereunder (the “Required Withholdings”) are so withheld. If the Company is unable to withhold the same, Participant hereby agrees (i) to pay the Required Withholdings to the Company promptly upon demand therefore, and (ii) that in the event he fails to do so, the Company may unilaterally transfer into its own name from any certificates representing Shares subject to the Award being held by the Company, a number of Shares having a Fair Market Value equal to the amount of the Required Withholdings.

(c) 2006 Equity Incentive Plan . The Award evidenced by this Agreement is granted pursuant to the Plan, a copy of which Plan has been made available to the Participant and is hereby incorporated into this Agreement. This Agreement is subject to and in all respects limited and conditioned as provided in the Plan. All defined terms of the Plan shall have the same meaning when used in this Agreement. The Plan governs this Award and, subject only to clause (d) below (Construction), in the event of any questions as to the construction of this Agreement or in the event of a conflict between the Plan and this Agreement, the Plan shall govern, except as the Plan otherwise provides.

(d) Construction . If the Award was granted to the Participant under the Company’s Long Term Incentive Plan or another Benefit Plan of the Company or is otherwise expressly subject to a Benefit Plan of the Company which covers the Participant, such as an employment or severance agreement, the Award shall also be subject to the terms of such Benefit Plan. This Agreement, the Plan and the Benefit Plans shall be construed in a consistent manner. In the event of conflict between the terms and conditions of this Agreement, the Plan and any of the Benefit Plans, the order of precedence shall be as follows: (i) any Benefit Plan that constitutes an employment or severance agreement; (ii) any Benefit Plan that constitutes a long term incentive plan or other plan which covers equity awards issued under the Plan; (iii) the Plan; and (iv) this Agreement.

(e) Non-Assignability Of Shares . The Participant may not give, grant, sell, exchange, transfer legal title, pledge, assign or otherwise encumber or dispose of the Shares prior to vesting of the Shares in accordance with the terms of this Agreement.

(f) Securities Laws . The Participant agrees for himself, his heirs and legatees not to sell or otherwise transfer any and all Shares subject hereto except in compliance with the applicable provisions of the Securities Act of 1933, as amended from time to time (the “Act”) and any other applicable legal requirements. Further, the Participant agrees that if the Participant’s sale of the Shares is at any time not covered by an effective registration statement under the Act (it being agreed that the Company will use its commercially reasonable best efforts to cause a registration statement (so long as such registration statement may be filed on Form S-8 or any substantially similar successor form) to be in effect during any period in which the same may be required in order to permit the Participant to sell the Shares in the public market), the Company may require the Participant to make such representations and agreements and furnish

such information, and the Company may take such additional actions, in each case, as the Company may in its reasonable discretion deem necessary or desirable to assure compliance by the Company, on terms acceptable to the Company, with the provisions of the Act and any other applicable legal requirements, including but not limited to the placing of a “stop transfer” order with respect to such Shares with its transfer agent and the placing of an appropriate restrictive legend on the certificate(s) evidencing such Shares in substantially the following form:

“The sale of the securities represented by this certificate has not been registered under the Securities Act of 1933, and may not be sold or transferred in the absence of an effective Registration Statement covering such sale or transfer under the Securities Act of 1933 or an opinion of counsel to the Company that registration is not required under said Act. In the event that a Registration Statement becomes effective covering the securities or counsel to the Company delivers a written opinion that registration is not required under said Act, this certificate may be exchanged for a certificate free from this legend.”

(g) Binding Effect . This Agreement shall bind and inure to the benefit of the parties and their permitted successors and assigns.

(h) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey applicable to agreements made and to be performed wholly within the State of New Jersey.

(i) Counterparts . This Agreement may be executed in duplicate counterparts, each of which when so executed shall be deemed to be an original and both of which when taken together shall constitute one and the same instrument. Either party may execute this Agreement by facsimile or electronic signature.

ACCORDINGLY , the parties hereto have caused this Agreement to be executed on the day and year first above written.

	CANTEL MEDICAL CORP.


	By:
	Its:



	Participant

Exhibit 10.6

DIRECTOR RESTRICTED STOCK AGREEMENT

CANTEL MEDICAL CORP.

2006 EQUITY INCENTIVE PLAN

THIS AGREEMENT is made effective as of this day of , , by and between Cantel Medical Corp., a Delaware corporation (the “Company”), and (the “Participant”).

W I T N E S S E T H:

WHEREAS , the Participant is, on the date hereof, a Director of the Company; and

WHEREAS , the Board of Directors of the Company or the Committee under the Plan has authorized the grant of a Restricted Stock Award to the Participant;

NOW, THEREFORE , in consideration of the premises and of the mutual covenants herein contained, the parties hereto agree as follows:

2. Vesting of Restricted Stock .

(a) The Shares subject to this Award shall vest (i.e, all risks of forfeiture shall lapse) on the first anniversary of the date hereof.

(b) Subject to the provisions of paragraphs (c) and (d) below, if the Participant’s service as a Director terminates at any time prior to the first anniversary of the date hereof other than by reason of death or Disability, the Participant shall immediately forfeit all Shares subject to this Award which have not yet vested and for which the risk of forfeiture has not lapsed.

(c) If the Participant’s service with the Company as a Director is terminated as a result of his death or Disability, all Restricted Stock that is held by such Participant pursuant to this Award as of the date of such termination of service shall become immediately vested and no longer subject to any risk of forfeiture.

(d) The Compensation Committee in its discretion may accelerate vesting of all or any portion of the Shares subject to this Award.

3. General Provisions .

(a) Position as a Director . This Agreement shall not confer on the Participant any right with respect to the continuance of his or her position as a Director or any other relationship with the Company or any Subsidiary.

(c) 2006 Equity Incentive Plan . The Award evidenced by this Agreement is granted pursuant to the Plan, a copy of which Plan has been made available to the Participant and is hereby incorporated into this Agreement. This Agreement is subject to and in all respects limited and conditioned as provided in the Plan. All defined terms of the Plan shall have the same meaning when used in this Agreement. The Plan governs this Award and in the event of any questions as to the construction of this Agreement or in the event of a conflict between the Plan and this Agreement, the Plan shall govern, except as the Plan otherwise provides.

(d) Non-Assignability Of Shares . The Participant may not give, grant, sell, exchange, transfer legal title, pledge, assign or otherwise encumber or dispose of the Shares prior to vesting of the Shares in accordance with the terms of this Agreement.

(e) Securities Laws . The Participant agrees for himself, his heirs and legatees not to sell or otherwise transfer any and all Shares subject hereto except in compliance with the applicable provisions of the Securities Act of 1933, as amended from time to time (the “Act”) and any other applicable legal requirements. Further, the Participant agrees that if the Participant’s sale of the Shares is at any time not covered by an effective registration statement under the Act (it being agreed that the Company will use its commercially reasonable best efforts to cause a registration statement (so long as such registration statement may be filed on Form S-8 or any substantially similar successor form) to be in effect during any period in which the same may be required in order to permit the Participant to sell the Shares in the public market), the Company may require the Participant to make such representations and agreements and furnish such information, and the Company may take such additional actions, in each case, as the Company may in its reasonable discretion deem necessary or desirable to assure compliance by the Company, on terms acceptable to the Company, with the provisions of the Act and any other applicable legal requirements, including but not limited to the placing of a “stop transfer” order with respect to such Shares with its transfer agent and the placing of an appropriate restrictive legend on the certificate(s) evidencing such Shares in substantially the following form:

(f) Binding Effect . This Agreement shall bind and inure to the benefit of the parties and their permitted successors and assigns.

(g) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey applicable to agreements made and to be performed wholly within the State of New Jersey.

(h) Counterparts . This Agreement may be executed in duplicate counterparts, each of which when so executed shall be deemed to be an original and both of which when taken together shall constitute one and the same instrument. Either party may execute this Agreement by facsimile or electronic signature.

ACCORDINGLY , the parties hereto have caused this Agreement to be executed on the day and year first above written.

	CANTEL MEDICAL CORP.


	By:
	Its:



	Participant

Exhibit 99.1

CANTEL MEDICAL CORP.

150 Clove Road

Little Falls, New Jersey 07424

FOR IMMEDIATE RELEASE

Contact:	Andrew A. Krakauer	Richard E. Moyer
	President and CEO	Cameron Associates, Inc.
	Cantel Medical Corp.	richard@cameronassoc.com
	Phone: (973) 890-7220	Phone: (212) 554-5466

CANTEL MEDICAL BOARD OF DIRECTORS

AUTHORIZES INCREASE IN SEMIANNUAL DIVIDEND

LITTLE FALLS, New Jersey (October 21, 2011) ... CANTEL MEDICAL CORP. (NYSE:CMN) announced today that its Board of Directors approved an increase in its semiannual cash dividend to $0.07 per outstanding share of the Company’s Common Stock. The dividend is payable on January 31, 2012 to shareholders of record at the close of business on January 17, 2012.

Charles M. Diker, Chairman of the Board, said, “We are pleased to announce the dividend increase, which will raise our annual dividend payment from $0.12 to $0.14 per share. The increase demonstrates Cantel’s strong financial position and our confidence in Cantel’s future performance.”

Cantel Medical Corp. (NYSE:CMN) is a leading provider of infection prevention and control products in the healthcare market. Our products include water purification equipment, sterilants, disinfectants and cleaners, specialized medical device reprocessing systems for endoscopy and renal dialysis, disposable infection control products primarily for the dental industry, dialysate concentrates and other dialysis supplies, hollow fiber membrane filtration and separation products for medical and non-medical applications, and specialty packaging for infectious and biological specimens. We also provide technical maintenance for our products and offer compliance training services for the transport of infectious and biological specimens.

For further information, visit the Cantel website at www.cantelmedical.com.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks and uncertainties, including, without limitation, the risks detailed in Cantel’s filings and reports with the Securities and Exchange Commission. Such forward-looking statements are only predictions, and actual events or results may differ materially from those projected or anticipated.