Exhibit 10.10


 


CONFIDENTIALITY AND NON-COMPETITION AGREEMENT


 


This CONFIDENTIALITY AND
NON-COMPETITION AGREEMENT (“Agreement”) is made as of this 1st day of January,
2010, by and between Minntech Corporation (“Minntech”) and its parent company
(Cantel Medical Corp.), subsidiaries, divisions, affiliates, successors, and
assigns (collectively referred to as the “Company”), and Roy K. Malkin
(“Employee”).


 


Background


 


A.            The Company is
a leading manufacturer and provider of infection prevention and
control products in the healthcare market. The Company’s products
include specialized medical device reprocessing systems for renal dialysis and
endoscopy, dialysate concentrates and other dialysis supplies, disposable
infection control products primarily for the dental industry, water
purification equipment, sterilants, disinfectants and cleaners, hollow fiber
membrane filtration and separation products for medical and non-medical
applications, and specialty packaging for infectious and biological specimens.
The Company also provides technical maintenance for its products and offers
compliance training services for the transport of infectious and biological
specimens. Included in the above are the principal products of Minntech:
specialized medical device reprocessing systems for renal dialysis and
endoscopy, dialysate concentrates and other dialysis supplies, sterilants,
disinfectants and cleaners, and hollow fiber membrane filtration and separation
products for medical and non-medical applications.


 


B.            The Company has
developed commercially valuable technical and non-technical information, the
safeguarding, secrecy, and confidentiality of which are necessary to the
operation and profitability of the Company. 
Furthermore, it has spent and will continue to spend considerable time
and money establishing and maintaining business relationships and goodwill with
its current and prospective customers, vendors, suppliers, and distributors,
which relationships are vital to the continued goodwill, operation, and
profitability of the Company.


 


C.            During the
Employee’s employment or continued employment with the Company, the Employee (i) will
have access to certain valuable proprietary confidential information developed,
compiled, or utilized by the Company in its business; (ii) may or will
have frequent contact with the Company’s customers, vendors, suppliers, and
distributors, and (iii) may be able to control, in whole or in part, the
business and relationships between the Company and its customers, vendors,
suppliers, and distributors, and to take or otherwise appropriate business and
relationships if and when the Employee leaves the Company’s employment.


 


D.            The Company
wishes to protect such confidential information and business relationships.


 


Agreement


 


In consideration of the
premises, the Employee’s continued employment by the Company, and the mutual
covenants contained in this Agreement, the receipt and sufficiency of which are
acknowledged, the parties agree as follows:


 

















 


1.             Confidential Information.  Employee acknowledges that
the Company possesses confidential information, know-how, customer lists,
purchasing, merchandising and selling techniques and strategies, and other
information used in its operations of which Employee has or will obtain
knowledge, and that the Company will suffer serious and irreparable damages and
harm if this confidential information were disclosed to any other party or if
Employee used this information to compete against the Company.  Accordingly, Employee hereby agrees that
except as required by Employee’s duties to the Company, Employee, without the
consent of the Company’s Board of Directors, shall not at any time during or
after the Employment Period disclose or use any secret or confidential
information of the Company, including, without limitation, such business
opportunities, customer lists, trade secrets, formulas, techniques and methods
of which Employee shall become informed during his employment, whether learned
by him as an employee of the Company, as a member of its Board of Directors or
otherwise, and whether or not developed by Employee, unless such information
shall be or becomes public knowledge other than as a result of Employee’s
direct or indirect disclosure of the same.


 


2.             Patent and Related Matters.


 


2.1          Inventions.  Employee
will promptly disclose in writing to the Company complete information
concerning each and every invention, discovery, improvement and idea (whether
or not shown or described in writing or reduced to practice), and device,
design, apparatus, process, and work of authorship, whether or not patentable,
copyrightable or registerable, which is made, developed, perfected, devised,
conceived or first reduced to practice by Employee, either solely or in
collaboration with others, during the Employment Period, whether or not during
regular working hours (hereinafter collectively referred to as the
“Inventions”).  Subject to Section 2.2,
Employee, to the extent that he has the legal right to do so, hereby assigns
and agrees to assign to the Company any and all of Employee’s right, title and
interest in and to any and all of the Inventions, and Employee acknowledges
that such assigned inventions are and shall remain the property of the Company.


 


2.2          Limitation.  It is
further agreed and Employee is hereby notified that the above agreement to
assign the Inventions to the Company does not apply to an Invention for which
no equipment, supplies, facility or confidential information of the Company was
used and which was developed entirely on Employee’s own time, and


 


(i)            which does not
relate (a) directly to the business of the Company or (b) to the
Company’s actual or demonstrably anticipated research or development, or


 


(ii)           which does not
result from any work performed by Employee for the Company.


 


2.3          Assistance.  Upon request and without
further compensation therefor, but at no expense to Employee, and whether
during the Employment Period or thereafter, Employee will do all lawful acts,
including, but not limited to, the execution of documents and instruments and
the giving of testimony, that in the opinion of the Company, its successors and
assigns, may be necessary or desirable in obtaining, sustaining, reissuing,
extending or enforcing United States


 


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and foreign copyrights and
Letters Patent, including, but not limited to, design patents, on any and all
of the Inventions, and for perfecting, affirming and recording the Company’s
complete ownership and title thereto, and to cooperate otherwise in all
proceedings and matters relating thereto.


 


2.4          Records. 
Employee will keep complete, accurate and authentic accounts, notes,
data and records of all the Inventions in the manner and form requested by the
Company.  Such accounts, notes, data and
records shall be the property of the Company, and upon its request, Employee
will promptly surrender the same to it.


 


Upon the termination of his
employment hereunder, Employee agrees to deliver promptly to the Company all
equipment (including computers, etc.), records, manuals, books, blank forms,
documents, letters, memoranda, notes, notebooks, reports, data, tables,
accounts, calculations and copies thereof, which are the property of the
Company or which relate in any way to the business, products, practices or
techniques of the Company, and all other property, trade secrets and
confidential information of the Company, including, but not limited to, all
documents which in whole or in part contain any trade secrets or confidential
information of the Company, which in any of these cases are in his possession
or under his control.


 


3.             Non-interference.  Employee further agrees that
for a period of two years following termination of Employee’s employment
hereunder, he will not (i) induce or attempt to induce any other employee
of the Company to leave the employ of the Company, or in any way interfere with
the relationship between the Company and any other employee, or (ii) induce
or attempt to induce any customer, supplier, franchisee, licensee, distributor
or other business relation of the Company to cease doing business with the
Company, or in any way interfere with the relationship between any customer,
franchisee or other business relation and the Company without prior written
consent of the Board of Directors of the Company.


 


4.             Non-Compete.  Employee agrees that for a
period of one (1) year following the termination of Employee’s employment
hereunder, except as a result of the breach by Minntech of any material term or
condition of the Executive Severance Agreement between Minntech and Employee of
even date herewith, Employee will not, directly or indirectly, alone or with
others, individually or through or by a corporate or other business entity in
which he may be interested as a partner, shareholder, joint venturer, officer,
director, employee or otherwise, own, manage, control, participate in, lend his
name to, or render services to or for any business within the continental
United States or Canada that is directly and materially competitive with a
material business of Minntech, provided, however, that the foregoing shall not
be deemed to prevent the ownership by Employee of up to three (3%) percent of
any class of securities of any corporation which is regularly traded on any
stock exchange or over-the-counter market.


 


5.             Enforcement.  If, at the time of
enforcement of any provisions of this Section, a court of competent
jurisdiction holds that the restrictions stated herein are unreasonable under
the circumstances then existing, the parties hereto agree that the maximum
period, scope or geographical area reasonable under such circumstances will be
substituted for the stated period, scope or area.  Employee agrees that the covenants made in
this Section shall be construed as an


 


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agreement independent of any
other provision of this Agreement, and shall survive the termination of this
Agreement.


 


6.             Dispute Resolution.


 


6.1          Subject to the provisions of Section 6.2, any
dispute or controversy arising under or in connection with this Agreement shall
be settled exclusively by arbitration in Little Falls, New Jersey by three
arbitrators, one of whom shall be appointed by the Company, one of whom shall
be appointed by the Executive, and the third of whom shall be appointed by the
first two arbitrators.  If either the
Company or the Executive fails to appoint an arbitrator within 20 days of a
request in writing by the other to do so, or if the first two arbitrators
cannot agree on the appointment of a third arbitrator within 20 days after the
second arbitrator is designated, then such arbitrator shall be appointed by the
Chief Judge of the United States District Court located in the city of Newark,
New Jersey, or upon his failure to act, by the American Arbitration Association
so as to enable the arbitrators to render an award within 90 days after the
three arbitrators have been appointed. 
Following the selection of arbitrators as set forth above, the
arbitration shall be conducted promptly and expeditiously and in accordance
with the rules of the American Arbitration Association.  Judgment may be entered on the arbitrator’s
award in any court having jurisdiction; provided, however, that the Executive
shall be entitled to seek specific performance of his right to be paid during
the pendency of any dispute or controversy arising under or in connection with
this Agreement.  The Company shall bear
all of the expenses relating to any arbitration under this Agreement.


 


6.2          The Employee
recognizes that a breach or threatened breach of the provisions of Sections 1,
2 and 3 Agreement may give rise to irreparable injury to the Company,
inadequately compensable in damages and, accordingly, agrees that the Company
may seek and obtain injunctive relief, temporary, preliminary, or permanent,
against such breach or threatened breach, in addition to recovering monetary
damages from the Employee. The Employee further agrees and acknowledges that
greater injury would result from a denial of injunctive relief than from a
grant of such relief.


 


7.             Miscellaneous
Provisions.


 


7.1          Section headings
are for convenience only and shall not be deemed to govern, limit, modify or
supersede the provisions of this Agreement.


 


7.2          This Agreement
is entered into in the State of New Jersey and shall be governed pursuant to
the laws of the State of New Jersey.  If
any provision of this Agreement shall be held by a court of competent
jurisdiction to be invalid, illegal or unenforceable, the remaining provisions
hereof shall continue to be fully effective.


 


7.3          This Agreement
contains the entire agreement of the parties regarding this subject matter and
supersedes all prior agreements, arrangements, or understandings, whether
written or oral, relating to the subject matter hereof, including, without
limitation, any letters, agreements, or understandings between the Employee and
the Company or any subsidiary thereof before the date hereof.  Execution of this Agreement shall supersede
and terminate any


 


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existing confidentiality
and/or noncompetition agreement, or the provisions of any employment agreement
or other agreement related to confidentiality and/or noncompetition, entered
into between the Employee and the Company or any subsidiary thereof.


 


7.4          This Agreement
may be modified only by means of a writing signed by the party to be charged
with such modification.


 


7.5          Notices or
other communications required or permitted to be given hereunder shall be in
writing and shall be deemed duly given upon receipt by the party to whom sent
at the respective addresses set forth below or to such other address as any
party shall hereafter designate to the other in writing delivered in accordance
herewith:


 


If to the Company:


 


Minntech Corporation


14605 28th Avenue North


Minneapolis, Minnesota
55447-4822


Attn:
CFO


 


With a copy to:


Cantel Medical Corp.


150 Clove Road — 9th Floor


Little Falls, NJ  07424


Attn:
CEO


General
Counsel


 


If to Employee:


Home address on file with
the Company


 


7.6          This Agreement
shall inure to the benefit of, and shall be binding upon, the Company, its
successors and assigns, including, without limitation, any entity that may
acquire all or substantially all of the Company’s assets and business or into
which the Company may be consolidated or merged.  This Agreement may not be assigned by
Employee.


 


7.7          This Agreement
may be executed in separate counterparts and may be delivered by facsimile or
pdf, each of which shall constitute the original hereof.


 


Signature page follows


 


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IN WITNESS WHEREOF, the parties
have set their hands as of the date first above written.


 


	
   

  	
  MINNTECH
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:
  Roy K. Malkin

  



 


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