**Exhibit 10(a)**

 

****

 

**CANTEL MEDICAL CORP.**

 

 

**LONG TERM INCENTIVE PLAN**

 

 

**CONFIDENTIAL**

 

----

 

**Purposeand Objectives**

 

Thepurpose of the Long Term Incentive Plan (Plan) is to contribute to themotivation of key employees in accomplishing the Company’s long term strategicand shareholder value goals.  Thespecific objectives of the Plan are as follows:

 

·                  Clearlycommunicate and reinforce strategic, operational and financial objectiveslinked to creating shareholder value.

 

·                  Provide acompetitive incentive for achievement of long term corporate shareholder valuegoals.

 

·                  Establish anobjective basis for determining annual long term incentive Awards for eligibleparticipants.

 

**Plan Definitions**

 

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

 

·                  Award - An annuallong term incentive equity award granted under this Plan.

 

·                  Company — CantelMedical Corp.

 

·                  CompensationCommittee — a subgroup of the Board of Directors responsiblefor the following functions: (1) discharging the Board’s responsibilitiesrelating to compensation of executive officers; (2) producing an annualreport on executive compensation for inclusion in the proxy statement; and (3) design,maintenance and administration of all of the Company’s incentive plans.

 

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

 

·                  Target Award - An Awardgranted to a participant based on eligibility and achievement of EPS objectivesand/or other performance objectives for the Plan year established by theCompensation Committee that represents a grant at 100%.

 

·                  2006 Plan -  the Company’s 2006 Equity Incentive Plan.

 

**Eligibility**

 

Allexecutive officers of the Company, the Presidents of the Company’s MinntechCorporation, Mar Cor Purification, Inc. and Crosstex International, Inc.subsidiaries and other direct reports to the CEO of the Company who areapproved by the Compensation Committee are eligible for Awards under thisPlan.  New hires/promotions are eligiblefor a pro-rated Award. Participation will be based on a position’s level andability to influence the long term performance of the Company.  Participants are identified by title andrecommended by the CEO of Cantel Medical Corp., subject to the approval of theCompensation 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 

 

2

----

 

herein.The Compensation Committee will directly administer the Plan with respect toall participants.  Specificresponsibilities of the Committee include:

 

·                  Approvingannual Awards made under the Plan

 

·                  Approvingperformance targets

 

·                  DeterminingAward levels and participation eligibility

 

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

 

AllAwards granted hereunder made under the 2006 Plan shall be subject to the termsand conditions of the 2006 Plan.

 

**Target Grant Size**

 

Theannualized expected value of the executives’ target Awards will be reviewedannually by the Compensation Committee to ensure competitiveness with markettrends.

 

**Mix of Targeted Award Value**

 

All participants will be eligible for an Awardconsisting of a mix of restricted stock and stock options.

 

**Performance Measures**

 

Performancebased Awards will be contingent on acceptable individual performance as well aspredetermined financial objectives of the Company or one or more of itssubsidiaries or operating segments determined by the Compensation Committee. Performance based Awards will vestupon achievement of the designated performance criteria. Notwithstanding thespecific performance criteria established, in making a determination as towhether or not such criteria such as earnings growth was achieved, theCompensation Committee shall take into consideration factors such asunanticipated taxes, acquisition costs, non-recurring and extraordinary items,and other equitable factors, as determined by the Compensation Committee in itsdiscretion.

 

**Vesting Period for Service-based Awards**

 

Service-based Awards will vest ratably over three (3) yearsfollowing the date of grant, or such other period of time determined by theCompensation Committee, subject to the terms and conditions set forth in the2006 Plan and the agreement reflecting the Award.

 

**Award Term**

 

The term of each Award will be determined by theCompensation Committee.

 

**Effect of Termination**

 

Ifa participant voluntarily terminates his employment with the Company for anyreason other than “Good Reason,” or “Adequate Reason” or normal retirement, orif the Company terminates a participant’s employment for “Cause” or “UnacceptablePerformance” then the participant will forfeit any non-vested Awards (as suchcapitalized terms are defined in a participant’s employment, severance or otheragreement).

 

3

----

 

In the event of a termination of a participant’semployment (i) by a participant for “Good Reason” or “Adequate Reason” or (ii) bythe Company other than for “Cause” or “Unacceptable Performance” (as suchcapitalized terms are defined in the participant’s employment, severance ofother agreement) prior to the full vesting of the options and restrictedstock held by the participant (i.e., the options becoming exercisable in theirentirety and the restricted stock ceasing to have any risks of forfeiture),then, on or effective as of the termination date of employment, the annualinstallment of such optionsand restricted stock that is due to vest on the first vesting date followingthe termination date shall accelerate and vest on a pro rata basis based on thenumber of days elapsed from the prior vesting date of such options andrestricted stock to and including the termination date unless the Companydelivers written notice to the participant on or before the termination datestating that such pro rata vesting of such options and restricted stock willnot occur.

 

Inthe event a participant’s employment is terminated prior to the end of thevesting period due to death, disability, or normal retirement, the participantor beneficiary will be entitled to receive accelerated vesting (in whole or ona pro rate basis for the period employed) that would have been earned if theparticipant’s employment had continued to the end of the then current PlanYear, subject to the terms of the agreement granting the Award or the approvalof the Compensation Committee and subject to the terms of the 2006 Plan.

 

**Effect of a Change in Control**

 

Allrestrictions of restricted stock Awards will automatically lapse and vesting ofstock option Awards will automatically accelerate upon a change in control,consistent with the terms of the 2006 Plan.

 

**Distributionof Awards**

 

Withinseventy-five (75) days following each Plan Year, the Compensation Committeeshall (a) review the Company’s performance and individual performances ofparticipants during such Plan Year, (b) review all performance basedAwards granted or to be granted during or with respect to such Plan Year todetermine whether or not the requisite performance targets were achieved, (c) basedon such review, take such actions that are required in connection with thegranting, vesting or forfeiture of such Awards (based on the terms thereof) and(d) develop and adopt a summary plan including performance basedrequirements and Award targets, if any, for the following Plan Year.  The summary plan for each Plan Year shall bedelivered to the Board promptly following its adoption by the CompensationCommittee.

 

Aparticipant must be actively employed by the Company on the date Awards aremade to receive a new Award.  Participantshired or promoted to an eligible position 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.

 

Atthe sole discretion of the Compensation Committee, a participant may notreceive an Award or may receive a reduced Award due to substantiated poorindividual performance or misconduct and may be declared ineligible under thePlan. The Compensation Committee intends to provide written notice to suchparticipant promptly following its knowledge or determination of poorindividual performance or misconduct and give the participant an opportunity todispute or explain his performance or misconduct and, to the extent practical,correct any correctible poor performance; provided, however, that the failureto provide such notice shall not affect the Committee’s rights under thisparagraph.

 

4

----

 

**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 or added to the Plan each year at the sole discretion ofthe Compensation Committee.

 

*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*

 

Awardsmay not be pledged, assigned or transferred for any reason.

 

*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; provided,however, that no discontinuance, suspension or amendment may adversely affectany then outstanding Award without the consent of the holder of such Award.  The Company may review the Plan and itsadministration at any time to determine whether the objectives of the Plancontinue to be met.  Where appropriate,the Compensation Committee may make changes in the Plan.

 

5

----