**Exhibit 10(b)**

 

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**CANTEL MEDICAL CORP.**

 

**ANNUAL INCENTIVE COMPENSATION PLAN**

 

 

**PERSONAL AND CONFIDENTIAL**

 

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**Purposeand Objectives**

 

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

 

·                  Clearlycommunicate and reinforce strategic, operational and financial objectives.

 

·                  Provide acompetitive incentive for achievement of corporate and divisional goals on bothan individual and team basis.

 

·                  Establish anobjective basis for determining annual awards.

 

**Plan Definitions**

 

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

 

·                  Award - An annualincentive compensation award.

 

·                  Base Salary — Base salaryas of July 31st of the Plan Year (or a participant’s last dayof employment with the Company if prior to July 31st), disregarding anyreduction in the rate of base salary during the six-month period immediatelypreceding such date.

 

·                  Company — CantelMedical Corp.

 

·                  CompensationCommittee — a subgroup of the Company’s Board of Directorsresponsible for the following functions: (1) discharging the Board’sresponsibilities relating to compensation of executive officers; (2) producingan annual report on executive compensation for inclusion in the proxystatement; and (3) design, maintenance and administration of all of theCompany’s incentive plans.

 

·                  Plan Year - The periodfrom August 1st - July 31st (fiscal yearof Company).  The initial Plan Year isthe fiscal year ending July 31, 2010.

 

·                  Target Award - An incentivecompensation award to be earned by a participant based on achievingpre-determined financial objectives and other performance objectives during thePlan Year that represents payment at 100%.

 

**Eligibility**

 

Allexecutive officers of the Company, the CEOs of the Company’s MinntechCorporation, Mar Cor Purification, Inc. and Crosstex International, Inc.subsidiaries and other direct reports to the CEO of the Company and keyemployees who are approved by the Compensation Committee are eligible forAwards under this Plan.  Newhires/promotions are eligible for a pro-rated Award. Participation will bebased on a position’s level and ability to influence the long term performanceof the Company.  Participants areidentified by title and recommended by the CEO of Cantel Medical Corp., subjectto the approval of the Compensation Committee.

 

**Administration**

 

TheCompensation Committee has ultimate authority over the Plan, is responsible forapproving the Plan and may alter any provision of the Plan or terminate thePlan at any time subject to the terms of the Plan herein. The CompensationCommittee will directly administer the Plan with respect to allparticipants.  Specific responsibilitiesof the Committee include:

 

·                  Approving Annual Incentive Compensation Plan

 

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·                  Approving the performance objectives, targetsand ranges

 

·                  Determining incentive compensation awardpercentages

 

·                  Approving incentive compensation awards

 

TheCEO of the Company will make recommendations to the Compensation Committee andresolve questions regarding the interpretation of the Plan.

 

Priorto the commencement of each new Plan Year or within seventy-five (75) daysthereafter, the Compensation Committee shall approve and adopt specificperformance targets and target award levels for Plan participants for suchyear.  Such performance targets andtarget award levels shall be set forth in an Annual Incentive CompensationPlan.

 

**Target Award Levels**

 

Thetarget incentive awards for each eligible position (by category) are expressedas 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%                            |

 

Notwithstandingthe foregoing, Division CEOs will have 25% of their Bonus Target based on theannual Performance Target established for executives of Cantel MedicalCorp.  The remaining 75% will be based onthe annual performance target specific to the operations of such CEO’sdivision(s), which shall be established by the CEO of the Company inconsultation with the Compensation Committee.

 

Awardswill be determined as follows:

 
| ** **                  | ** ** | **EARNINGS GROWTH  CORP** | ** ** | **EARNINGS   GROWTH  DIVISION** | ** ** |
|-----------------------------|------------|--------------------------------|------------|--------------------------------------|------------|
| **CORPORATE****EXECUTIVES** |       | 100                            | %          | —                               |       |
| **DIVISION  CEOs**          |       | 25                             | %          | 75                                   | %          |

 

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**Payout Ranges**

 

Payoutranges are based upon target incentive award and are expressed as a percentageof base salary as follows:

 
| ** **              | ** ** | **MINIMUM** | ** ** | **TARGET** | ** ** | **MAXIMUM** | ** ** |
|-------------------------|------------|-------------|------------|------------|------------|-------------|------------|
| **Financial Objective** |       | 50          | %          | 100        | %          | 200         | %          |

 

**Determination of Awards**

 

Tomaintain a focus on increasing shareholder value and driving superior financialperformance, awards under this Plan will be based on the achievement of growthin the Company’s earnings, as measured by earnings per share or on such otherperformance criteria as may be established by the Compensation Committee foreach Plan Year and set forth in the Annual Incentive Compensation Plan.Notwithstanding the specific performance criteria established, in making adetermination as to whether or not such criteria was satisfied and the extentto which a bonus should be awarded, the Compensation Committee shall take into considerationfactors such as unanticipated taxes, acquisition costs, non-recurring andextraordinary items, and other equitable factors, as determined by theCompensation Committee in its discretion.

 

**Distributionof Awards**

 

Awardsunder the Plan are to be paid to eligible participants in cash as soon asfinancial performance is finalized and individual performance has beenassessed, but in no case later than October 15th.

 

Subjectto the terms of a participant’s employment, severance or other written compensationagreement with the Company, a participant must be actively employed by theCompany on the date the Award is paid to receive the Award.  Participants hired or promoted to an eligibleposition for participation in the Plan during the Plan Year may receive apro-rated Award (based on time in the eligible position during the Plan Year)subject to the approval of the Compensation Committee.

 

Inthe event a participant’s employment is terminated prior to the end of the PlanYear due to death, disability, or normal retirement, the participant orbeneficiary will be entitled to receive the Award (in whole or on a pro ratabasis for the period employed) that would have been earned if participant’semployment had continued to the end of the Plan Year, subject to the approvalof the Compensation Committee.

 

Atthe sole discretion of the Compensation Committee, a participant may notreceive an Award, or the amount of an Award may be decreased, due tosubstantiated poor individual performance or misconduct and may be declaredineligible under the Plan.  The Committeeintends to provide written notice to such participant promptly following itsknowledge or determination of poor individual performance or misconduct andgive the participant an opportunity to dispute or explain his performance ormisconduct and, to the extent practical, correct any correctible poorperformance; provided, however, that the failure to provide such notice shallnot affect the Committee’s rights under this paragraph.

 

**GeneralProvisions**

 

*Limitationson Vested Interest*

 

Itis understood that the Awards hereunder are within the sole discretion of theCompany.  No participant has any vestedinterest in an award under the Plan until such Award has been approved by theCompensation Committee.

 

Participantsmay be deleted from the Plan at the beginning of each Plan Year at the solediscretion of the Compensation Committee by giving written notice to suchparticipants at least 

 

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thirty(30) days prior to the commencement of the Plan Year. New participants may beadded to the Plan at any time at the sole discretion of the CompensationCommittee.

 

*EmploymentRights*

 

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

 

*Non-Assignment*

 

Incentivecompensation payments may not be pledged, assigned or transferred for anyreason other than in connection with the death of a Participant.

 

*Withholding*

 

Anytaxes required to be withheld by Federal, State or Local Regulations will bededucted from incentive compensation payments hereunder.

 

*Discontinuance, Suspension or Amendment of the Plan*

 

TheCompany, with the approval of the Compensation Committee, may discontinue orsuspend the Plan at any time, or amend the Plan in any respect.  The Company may review the Plan and itsadministration at any time to determine whether the objectives of the Plancontinue to be met.

 

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