STERIS Corporation Form of Nonqualified Stock Option Agreement for Directors



 Exhibit 10.4 
 STERIS CORPORATION 
 NONQUALIFIED STOCK OPTION AGREEMENT 
 This Agreement is between STERIS Corporation (“STERIS”) and [Optionee’s Name] (“Optionee”), with respect to the grant of a Nonqualified
Stock Option by STERIS to Optionee pursuant to the STERIS Corporation 2006 Long-Term Equity Incentive Plan (the “Plan”). (Capitalized terms used in this Agreement and not otherwise defined have the meanings assigned to them in the Plan.)

 1. Grant of Option. STERIS hereby grants to Optionee, as of             ,
20    , an option (the “Option”) to purchase all or any number of an aggregate of [                ] STERIS Common
Shares, at an exercise price of $             per share, upon and subject to the terms of this Agreement and the Plan. The Option is granted as additional consideration for services
to be rendered by Optionee as a Director of STERIS during the Annual Term commencing on the date of the              Annual Meeting and continuing through the date of the Annual
Meeting of the shareholders of STERIS to be held in             . 
 2. Documents
Delivered with Agreement. STERIS has delivered to Optionee, along with two copies of this Agreement, the following documents: (a) a copy of STERIS’s Policy Prohibiting the Improper Use of Material Non-Public Information (the
“Policy”); (b) a copy of the Plan and its related Prospectus; and (c) two copies of an acknowledgment form (the “Acknowledgment Form”). By executing this Agreement, Optionee acknowledges receipt of these documents.

 3. Terms and Conditions of Option. The Option is a Nonqualified Option and shall not be treated as an Incentive Stock Option. Except as otherwise
provided in this Agreement, the Option shall be subject to all of the terms and conditions of the Plan. As a condition to the effectiveness of the Option, Optionee must return to STERIS signed copies of (a) this Agreement and (b) the
Acknowledgment Form. If Optionee violates the terms of the Policy, the Plan, or this Agreement, or any agreement with similar terms previously entered into (collectively “Prior Agreements”), any and all options to purchase Common Shares
that were granted by STERIS to Optionee (including the Option granted by this Agreement or any Prior Agreements) shall be forfeited, void, and of no further force and effect. 
 4. Term of Option. The Option shall be exercisable not earlier than             , 20     and shall terminate at the
close of business on, and shall not be exercisable at any time after,             , 20     [10 years after Date of Grant], except as provided in
Section 11(d) of the Plan. 
 5. Exercise of Option. Except as otherwise provided in Section 11 of the Plan, the rules of which shall apply
to this Agreement, the Option shall be exercisable only while Optionee is a Director of STERIS. To the extent exercisable under the Agreement, the Option may be exercised from time to time in whole or in part. 
 6. Method of Exercise. A request to exercise the Option requires delivery of (a) the Option Price payable in cash or by check acceptable to the Company or by
wire transfer of immediately available funds, or by such other methods as may be approved by the Board or the Chief Executive Officer or his delegatee or delegatees, as applicable and (b) a written notice to STERIS identifying this
Agreement and specifying the number of Common Shares as to which the Option is being exercised. Subject to the terms of the Plan and this Agreement, STERIS shall deliver to Optionee certificates representing the Option shares as soon as
administratively feasible following such exercise. 







 7. Certain Determinations. Application, violation, or other interpretation of the terms of this Agreement, the
Plan, the Policy, any Prior Agreement, or any STERIS policy shall be determined by the Board, in its sole discretion, and its determination shall be final and binding on Optionee and STERIS. 
 8. Data Privacy. By entering into the Agreement, and as a condition of the grant of the Option, Optionee consents to the collection, use and transfer of personal
data as described in this Section 8. Optionee understands that STERIS and its Subsidiaries hold certain personal information about Optionee, including, but not limited to, Optionee’s name, home address and telephone number, date of birth,
social insurance number, salary, nationality, job title, any shares of stock or directorships held in STERIS, details of all Options or other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in
Optionee’s favor, for the purpose of managing and administering the Plan (“Data”). Optionee further understands that STERIS and/or its Subsidiaries will transfer Data among themselves as necessary for the purposes of implementation,
administration and management of the Optionee’s participation in the Plan, and that STERIS and/or its Subsidiaries may each further transfer Data to any third parties assisting STERIS in the implementation, administration and management of the
Plan (“Data Recipients”). Optionee understands that these Data Recipients may be located in Optionee’s country of residence, the European Economic Area, and in countries outside the European Economic Area, including the United States.
Optionee authorizes the Data Recipients to receive, possess, use, retain and transfer Data in electronic or other form, for the purposes of implementing, administering and managing the Plan, including any transfer of such Data, as may be necessary
or appropriate for the administration of the Plan and/or the subsequent holding of shares of stock on Optionee’s behalf, to a broker or third party with whom the shares acquired on exercise may be deposited. Optionee understands that he or she
may, at any time, review the Data, require any necessary amendments to it or withdraw the consent herein by notifying STERIS in writing. Optionee further understands that withdrawing consent may affect Optionee’s ability to participate in the
Plan, at the sole discretion of the Board or the Chief Executive Officer or his delegatee or delegatees, if applicable. 
 9. Relation to Plan.
This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. All terms used herein with initial capital letters and not
otherwise defined herein that are defined in the Plan shall have the meanings assigned to them in the Plan. 
 10. Amendments. Any amendment to the
Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of Optionee under this Agreement without
Optionee’s consent. 
 11. Severability. If any provision of this Agreement or the application of any provision hereof to any person or
circumstances is held invalid or unenforceable, the remainder of this Agreement and the application of such provision to any other person or circumstances shall not be affected, and the provisions so held to be invalid or unenforceable shall be
reformed to the extent (and only to the extent) necessary to make it enforceable and valid. 
 12. Governing Law. This Agreement shall be
governed by and construed in accordance with the internal substantive laws of the State of Ohio, without giving effect to any principle of law that would result in the application of the law of any other jurisdiction. 
 13. Miscellaneous. Nothing contained in this Agreement shall be understood as conferring on Optionee any right to continue as a Director of STERIS. STERIS
reserves the right to correct any clerical, typographical, or other error in this Agreement or otherwise with respect to this grant. 
  

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 This Agreement shall inure to the benefit of and be binding upon its parties and their respective heirs, executors,
administrators, successors, and assigns, but the Option shall not be transferable by Optionee other than as provided in Section 17 of the Plan.
  
 [SIGNATURES ON THE FOLLOWING PAGE] 
  

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 IN WITNESS WHEREOF, STERIS has caused this Agreement to be executed on its behalf by its duly authorized officer, and
Optionee has executed this Agreement, all as of the day and year first written above. 
  

			
	STERIS Corporation	 	Optionee
		
	By:	 	
	                                      
                                        
          	 	                                      
                                        
              
	Name:	 	[Optionee’s Name]
	Title:	 	

  

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