**Exhibit 10(c)**

 

**1997 EMPLOYEE STOCK OPTION PLAN**

**OF**

**CANTEL MEDICAL CORP.**

 

(As amended through March 18, 2010)

 

1.             ThePlan.  This 1997 Employee Stock OptionPlan (the “Plan”) is intended to encourage ownership of stock of Cantel MedicalCorp.  (the “Corporation”) by specifiedemployees of the Corporation and its subsidiaries and to provide additionalincentive for them to promote the success of the business of the Corporation.

 

2.             StockSubject to the Plan.  Subject to theprovisions of Paragraph 14 hereof, the total number of shares of Common Stock,par value $.10 per share, of the Corporation (the “Stock”) which may be issuedpursuant to Incentive Stock Options (“ISOs”), as defined by Section 422 ofthe Internal Revenue Code, and non-Incentive Stock Options (“Non-ISOs”) grantedunder the Plan (the “Options”) shall be 3,750,000.  Such shares of Stock may be in whole or inpart, either authorized and unissued shares or treasury shares as the Board ofDirectors of the Corporation (the “Board”) shall from time to timedetermine.  If an Option shall expire orterminate for any reason without having been exercised in full, the unpurchasedshares covered thereby shall (unless the Plan shall have been terminated) againbe available for Options under the Plan.

 

3.             Administrationof the Plan.  The Plan shall beadministered by a committee (the “Committee”) composed of two or morenon-employee members of the Board which shall have plenary authority, in itsdiscretion, to determine the employees of the Corporation and its subsidiariesto whom Options shall be granted (“Optionees”), the nature of the Option (i.e.,whether an ISO or non-ISO), the number of shares to be subject to each Option(subject to the provisions of Paragraph 2), the option exercise price (the “ExercisePrice”) (subject to the provisions of Paragraph 7), the vesting schedule ofeach option and the other terms of each Option. The Board shall have plenary authority, subject to the expressprovisions of the Plan, to interpret the Plan, to prescribe, amend and rescindany rules and regulations relating to the Plan and to take such otheraction in connection with the Plan as it deems necessary or advisable.  The interpretation and construction by theBoard of any provisions of the Plan or of any Option granted thereunder shallbe final and no member of the Board shall be liable for any action ordetermination made in good faith with respect to the Plan or any Option grantedthereunder by the Committee.

 

4.             EmployeesEligible for Options.  All employees ofthe Corporation or its subsidiaries shall be eligible for Options.  In making the determination as to employeesto whom Options shall be granted and as to the number of shares to be coveredby such Options, the Committee shall take into account the duties of therespective employees, their present and potential contributions to the successof the Corporation and such other factors as it shall deem relevant inconnection with accomplishing the purpose of the Plan.

 

 

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5.             Termof Plan.  The Plan shall terminate on,and no Options shall be granted after, October 15, 2007 provided that theCommittee may at any time terminate the Plan prior thereto.

 

6.             MaximumOption Grant.  With respect to an Optiongranted to an individual that is intended to qualify as an ISO, the aggregatefair market value (determined as of the time the Option is granted) of theStock with respect to which such Option and all other ISOs granted to theindividual (whether under this Plan or under any other stock option plan of theCorporation or any of its subsidiaries) become exercisable for the first timein any calendar year may not exceed $100,000.

 

7.             ExercisePrice.  Each Option shall state theExercise Price, which shall be, in the case of ISOs, not less than 100% of thefair market value of the Stock on the date of the granting of the Option, norless than 110% in the case of an ISO granted to an individual who, at the timethe Option is granted, is a 10% Holder (as hereinafter defined).  The fair market value of shares of Stockshall be determined by the Board and shall be (i) the closing price of theStock on the date of the granting of the Option as reported by the principalexchange on which the Company’s Stock is traded or any quotation reportingorganization, or (ii) if the Stock did not trade on such date, the closingprice of the Stock on the first day immediately preceding such date on whichthe Common Stock traded; provided, however, that with respect to shares ofStock delivered to pay the Exercise Price of an Option under Section 9(a) orthe settlement of all or part of an Option under Section 9(b), the fairmarket value shall be the most recent closing price of the Stock on the largestprincipal securities exchange listing the Stock immediately prior to theexercise of the Option.

 

8.             Termof Options.  The term of each Optiongranted under this Plan shall be for a maximum of ten years from the date ofgranting thereof, and a maximum of five years in the case of an ISO granted toa 10% Holder, but may be for a lesser period or be subject to earliertermination as hereinafter provided.

 

9.             Exerciseof Options.

 

(a)           AnOption may be exercised from time to time as to any part or all of the Stock towhich the Optionee shall then be entitled, provided, however, that an Optionmay not be exercised (a) as to less than 100 shares at any time (or forthe remaining shares then purchasable under the Option, if less than 100shares), (b) prior to the expiration of at least six months from the dateof grant except in case of the death or disability of the Optionee or asotherwise approved by the Committee and (c) unless the Optionee shall havebeen in the continuous employ of the Corporation or its subsidiaries from thedate of the granting of the Option to the date of its exercise, except as providedin Paragraphs 12 and 13.  The ExercisePrice shall be paid in full at the time of the exercise of an Option (i) incash (by wire transfer or personal, certified or bank check) or (ii) bythe transfer to the Corporation of whole shares of its Stock that are alreadyowned by the Optionee with a fair market value determined under Section 7equal to the purchase price of the Stock issuable upon exercise of such Option(or partly in cash and partly in such Stock); provided, however, that theCorporation shall not be required to deliver (or make available) shares ofStock with respect to which an Option is exercised until the Corporation hasconfirmed the receipt of good and available funds in payment of the ExercisePrice thereof as well as any required tax withholding obligation.  In addition to the foregoing, 

 

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payment of the Exercise Price may be made by delivery to theCorporation by the Optionee of an executed exercise form, together withirrevocable instructions to a broker-dealer to sell or margin a sufficientportion of the shares of Stock covered by the Option and deliver the sale ormargin loan proceeds directly to the Company (sufficient to pay the ExercisePrice and tax withholding obligation).  The holder of an Option shall not have anyrights as a stockholder with respect to the Stock issuable upon exercise of anOption until certificates for such Stock shall have been delivered to him (oran appropriate book entry registration or electronic issuance has been made bythe transfer agent) after the exercise of the Option.

 

(b)           Ator after the time of grant of an Option, the Board or the Committee may agree(regardless of the terms set forth in the agreement reflecting such Optiongrant) to authorize the settlement of all or part of any Option by deliveringto the Optionee shares of Stock having a fair market value (determined under Section 7)  equal to the product of the excess of thefair market value of one share of Stock (determined under Section 7), overthe Option exercise price, multiplied by the number of shares of Stock withrespect to which the Optionee proposes to exercise the Option.

 

10.           Non-transferabilityof Options.  An Option shall not betransferable otherwise than by will or the laws of descent and distribution andis exercisable during the lifetime of the employee only by him or his guardianor legal representative.

 

11.           Form ofOption.  Each Option granted pursuant tothe Plan shall be evidenced by an agreement (the “Option Agreement”) whichshall clearly identify the status of the Options granted thereunder (i.e., anISO or Non-ISO) and which shall be in such form as the Committee shall fromtime to time approve.  The OptionAgreement shall comply in all respects with the terms and conditions of thePlan and may contain such additional provisions, including, without limitation,restrictions upon the exercise of the Option, as the Committee shall deemadvisable.

 

12.           Terminationof Employment.  In the event that theemployment of an Optionee shall be terminated (otherwise by reason of death),such Option shall be exercisable (to the extent that such Option wasexercisable at the time of termination of his employment) at any time prior tothe expiration of a period of time not exceeding three months after suchtermination, but not more than ten years (five years in the case of an ISOgranted to a 10% Holder) after the date on which such Option shall have beengranted.  Nothing in the Plan or in theOption Agreement shall confer upon an Optionee any right to be continued as anemployee of the Corporation or its subsidiaries or interfere in any way withthe right of the Corporation or any subsidiary to terminate or otherwise modifythe terms of an Optionee’s employment, provided, however, that a change in anOptionee’s duties or position shall not affect such Optionee’s Option so longas such Optionee is still an employee of the Corporation or one of itssubsidiaries.

 

13.           Deathof Optionee.  In the event of the deathof an Optionee, any unexercised portion of such Optionee’s Option shall beexercisable (to the extent that such Option was exercisable at the time of hisdeath) at any time prior to the expiration of a period not exceeding threemonths after his death but not more than ten years (five years in the case ofan ISO granted to a 10% Holder) after the date on which such Option shall havebeen granted and only by such 

 

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person or persons to whom such deceased Optionee’s rights shall passunder such Optionee’s will or by the laws of descent and distribution.

 

14.           Adjustmentsupon Changes in Capitalization.  In theevent of changes in the outstanding Stock of the Corporation by reason of stockdividends, splitups, recapitalizations, mergers, consolidations, combinationsor exchanges of shares, separations, reorganizations or liquidations, (i) themaximum number of shares subject to the Plan pursuant to Paragraph 2 shall becorrespondingly adjusted and (ii) the Exercise Price of, and the numberand class of shares or the amount of cash or other assets or securitiesavailable upon the exercise of, any Option granted hereunder, shall becorrespondingly adjusted, to the end that the Optionee’s proportionate interestin the Corporation, any successor thereto or in the cash, assets or othersecurities into which shares are converted or exchanged shall be maintained tothe same extent, as near as may be practicable, as immediately before theoccurrence of any such event.  Allreferences in this Plan to “Stock” from and after the occurrence of such eventshall be deemed for all purposes of this Plan to refer to such other class ofshares or securities issuable upon the exercise of Options granted pursuanthereto.

 

15.           Stockholderand Stock Exchange Approval.  This Planis subject to and no Options shall be exercisable hereunder until after (i) theapproval by the holders of a majority of the Stock of the Corporation voting ata duly held meeting of the stockholders of the Corporation within twelve monthsafter the date of the adoption of the Plan by the Board, and (ii) theapproval by the New York Stock Exchange, Inc. of a listing applicationcovering the shares of Stock covered by this Plan.

 

16.           Amendmentof the Plan.  The Board shall havecomplete power and authority to modify or amend the Plan (including the form ofOption Agreement) from time to time in such respects as it shall deemadvisable; provided, however, that the Board shall not, without the approval ofthe votes represented by a majority of the outstanding Stock of the Corporationpresent or represented at a meeting duly held in accordance with the applicablelaws of the Corporation’s jurisdiction of incorporation and entitled to vote ata meeting of stockholders or by the written consent of stockholders owningstock representing a majority of the votes of the Corporation’s outstandingstock, (i) increase the maximum number of shares which in the aggregateare subject to Options under the Plan (except as provided by Paragraph 14), (ii) extendthe term of the Plan or the period during which Options may be granted orexercised, (iii) reduce the Exercise Price in the case of ISOs below 100%(110% in the case of an ISO granted to a 10% Holder) of the fair market valueof the Stock issuable upon exercise of Options at the time of the grantingthereof, other than to change the manner of determining the fair market valuethereof, (iv) modify the requirements as to eligibility for participationin the Plan, (v) with respect to options which are ISOs, amend the plan inany respect which would cause such options to no longer qualify for ISOtreatment pursuant to the Internal Revenue Code, (vi) increase the maximumnumber of shares of Stock for which any employee may be granted Options underthe Plan pursuant to Paragraph 6, (vii) materially increase the benefitsaccruing to participants under the Plan, or (viii) make any other changeto the terms of the Plan which would require approval by the stockholderspursuant to the rules and regulations of the Securities and ExchangeCommission or the listing standards and rules of the securities exchangeon which the Stock is listed.  Notermination or amendment of the Plan shall, without the consent of theindividual 

 

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Optionee, adversely affect the rights of such Optionee under an Optiontheretofore granted to him or under such Optionee’s Option Agreement.

 

17.           Taxes.  The Corporation may make such provisions asit may deem appropriate for the withholding of any taxes which it determines isrequired in connection with any Options granted under the Plan.  The Corporation may further requirenotification from the Optionees upon any disposition of Stock acquired pursuantto the exercise of Options granted hereunder.

 

18.           CodeReferences and Definitions.  Wheneverreference is made in this Plan to a section of the Internal Revenue Code, thereference shall be to said section as it is now in force or as it may hereafterbe amended by any amendment which is applicable to this Plan.  The term “subsidiary” shall have the meaninggiven to the term “subsidiary corporation” by Section 424(f) of theInternal Revenue Code.  The terms “IncentiveStock Option” and “ISO” shall have the meanings given to them by Section 422of the Internal Revenue Code.  The term “10%Holder” shall mean any person who, for purposes of Section 422 of theInternal Revenue Code, owns more than 10% of the total combined voting power ofall classes of stock of the employer corporation or of any subsidiarycorporation.

 

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