**Exhibit 10.1**

**STERIS CORPORATION**

**RESTRICTED STOCK AGREEMENT**

WHEREAS, **[Grantee’s Name]** (the “Grantee”) is an employee of STERIS Corporation, an Ohio corporation (“STERIS”), or aSubsidiary; and 

NOW, THEREFORE, pursuant to the STERIS Corporation 2006 Long-Term Equity Incentive Plan (the “Plan”), STERIS, asof                     , 20     (the “Date of Grant”), hereby grants to the Grantee **[Number ofRestricted Shares Granted]** shares of Restricted Stock (as defined in the Plan) (the “Restricted Shares”), effective as of the Date of Grant, subject to the terms and conditions of the Plan and the following additional terms,conditions, limitations and restrictions. 

**1. Issuance of Restricted Shares.** The Restricted Shares covered by this Agreement shallbe issued to the Grantee effective upon the Date of Grant. The Common Shares subject to this grant of Restricted Shares shall be registered in the Grantee’s name and shall be fully paid and nonassessable. Any certificate or other evidence ofownership shall bear an appropriate legend referring to the restrictions hereinafter set forth. 

**2. Documents Delivered with Agreement.**STERIS has delivered or made available to the Grantee, along with two copies of this Agreement, the following documents: (a) STERIS’s Policy Prohibiting the Improper Use of Material Non-Public Information (the “Policy”);(b) the Plan and its related Prospectus; (c) two execution copies of a Nondisclosure and Noncompetition Agreement to be entered into between STERIS and Grantee (the “Nondisclosure Agreement”); (d) two copies of anacknowledgement form (the “Acknowledgement Form”); and (e) STERIS’s most recent Annual Report to Shareholders and Form 10-K filed with the U.S. Securities and Exchange Commission. By executing this Agreement, the Granteeacknowledges receipt and review of these documents. 

**3. Restrictions on Transfer of Shares.**The Common Shares subject to this grantof Restricted Shares may not be sold, exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of by the Grantee, except to STERIS, unless the Restricted Shares are nonforfeitable as provided in Section 4 hereof;*provided*, *however*, that the Grantee’s rights with respect to such Common Shares may be transferred by will or pursuant to the laws of descent and distribution. Any purported transfer or encumbrance in violation of the provisionsof this Section 3 shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such Common Shares. The Company in its sole discretion, when and as permitted by the Plan, may waive therestrictions on transferability with respect to all or a portion of the Common Shares subject to this grant of Restricted Shares. 

**4.Vesting of Restricted Shares.** Subject to the terms of this Agreement and the Plan (including Section 11 thereof, the rules of which shall apply to this Agreement), all of the Restricted Shares covered by this Agreement shall becomenonforfeitable on the                      anniversary of the Date of Grant or, if such                     anniversary is not a trading day on the New York Stock Exchange, the first trading day thereafter (the day on which theShares become nonforfeitable being referred to herein as the “Vesting Date”), if the Grantee shall have remained in the continuous employ of STERIS or a Subsidiary through the Vesting Date. 

**5. Forfeiture of Shares.** Subject to the terms of this Agreement and the Plan (including Section 11 thereof, the rules of which shall apply tothis Agreement), the Restricted Shares shall be forfeited if the Grantee violates this Agreement or the Nondisclosure Agreement or ceases to be employed by STERIS or a Subsidiary prior to the Vesting Date. In the event of a forfeiture, thecertificate(s) representing the Restricted Shares covered by this Agreement shall be cancelled. 

**6. Dividend, Voting and OtherRights.** Except as otherwise provided herein, from and after the Date of Grant, the Grantee shall have all of the rights of a shareholder with respect to the Restricted Shares covered by this Agreement, including the right to vote such RestrictedShares and receive any dividends that may be paid thereon; *provided*, *however*, that any additional Common Shares or other securities that the Grantee may become entitled to receive pursuant to a stock dividend, issuance of rights orwarrants, stock split, combination of shares, 

 

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recapitalization, merger, consolidation, separation, or reorganization or any other change in the capital structure of STERIS shall be subject to the samerestrictions as the Restricted Shares covered by this Agreement. 

**7. Retention of Stock Certificate(s) by STERIS.**Certificatesrepresenting the Common Shares subject to this grant of Restricted Shares, if any, will be held in custody by STERIS together with a stock power endorsed in blank by the Grantee with respect thereto, until those shares have become nonforfeitable inaccordance with Section 4. 

**8. Compliance with Law.**STERIS shall make reasonable efforts to comply with all applicable federaland state securities laws; *provided*, *however*, notwithstanding any other provision of this Agreement, STERIS shall not be obligated to issue any Common Shares pursuant to this Agreement if the issuance thereof would result in aviolation of any such law. 

**9. Continuous Employment.**For purposes of this Agreement, the continuous employment of the Grantee withSTERIS or a Subsidiary shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an employee of STERIS or Subsidiary, by reason of (i) the transfer of his or her employment among STERIS and itsSubsidiaries or (ii) a leave of absence approved by a duly constituted officer of the Company. 

**10. Certain Determinations.**Application, violation, or other interpretation of the terms of this Agreement, the Plan, the Nondisclosure Agreement, the Policy, any Prior Agreement, or any STERIS policy shall be determined by the Board or the Chief Executive Officer or hisdelegatee or delegatees, if applicable, in its sole discretion, and its determination shall be final and binding on the Grantee and STERIS. 

**11. Termination of the Plan; No Right to Future Grants; No Right of Employment; Extraordinary Item of Compensation.**By entering into this Agreement, the Grantee acknowledges: (a) that the Plan is discretionary in nature and maybe suspended or terminated by STERIS at any time; (b) that each grant of Restricted Shares is a one-time benefit which does not create any contractual or other right to receive future grants of Restricted Shares, or benefits in lieu ofRestricted Shares; (c) that all determinations with respect to any such future grants, including, but not limited to, the times when the Restricted Shares shall be granted, the number of shares subject to each grant of Restricted Shares, andthe time or times when the Restricted Shares shall become nonforfeitable, will be at the sole discretion of STERIS; (d) that the Grantee’s participation in the Plan shall not create a right to further employment with the Grantee’semployer and shall not interfere with the ability of the Grantee’s employer to terminate the Grantee’s employment relationship at any time with or without cause; (e) that the Grantee’s participation in the Plan is voluntary;(f) that the value of the Restricted Shares is an extraordinary item of compensation which is outside the scope of the Grantee’s employment contract, if any; (g) that the Restricted Shares are not part of normal and expectedcompensation for purposes of any other employee benefit plan or program of STERIS, including for purposes of calculating any severance, resignation, redundancy, end of service, bonus, long-service, pension or retirement benefits or similar payments;(h) that the right to earn a nonforfeitable right to the Restricted Shares ceases upon termination of employment for any reason except as may otherwise be explicitly provided in the Plan or this Agreement; (i) that the future value of theshares is unknown and cannot be predicted with certainty; and (j) that, where the Grantee’s employer is a Subsidiary or affiliate of STERIS, the Restricted Shares have been granted to the Grantee in the Grantee’s status as an employeeof such Subsidiary or affiliate, the terms of this Agreement can be modified by STERIS to facilitate the issuance and administration of the award, and can in no event be understood or interpreted to mean that STERIS is the Grantee’s employer orthat the Grantee has an employment relationship with STERIS. 

**12. Employee Data Privacy.**By entering into the Agreement, and as acondition of this award of Restricted Shares, the Grantee consents to the collection, use and transfer of personal data as described in this Section 12. The Grantee understands that STERIS and its Subsidiaries hold certain personal informationabout the Grantee, including, but not limited to, the Grantee’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 allRestricted Shares or other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor, for the purpose of managing and administering the Plan (“Data”). The Grantee furtherunderstands that STERIS and/or its Subsidiaries will transfer Data among themselves as necessary for the 

 

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purposes of implementation, administration and management of the Grantee’s participation in the Plan, and that STERIS and/or its Subsidiaries may eachfurther transfer Data to any third parties assisting STERIS in the implementation, administration and management of the Plan (“Data Recipients”). The Grantee understands that these Data Recipients may be located in the Grantee’scountry of residence, the European Economic Area, and in countries outside the European Economic Area, including the United States. The Grantee authorizes the Data Recipients to receive, possess, use, retain and transfer Data in electronic or otherform, 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 theGrantee’s behalf, to a broker or third party with whom the shares acquired on exercise may be deposited. The Grantee understands that he or she may, at any time, review the Data, require any necessary amendments to it or withdraw the consentherein by notifying STERIS in writing. The Grantee further understands that withdrawing consent may affect the Grantee’s ability to participate in the Plan, at the sole discretion of the Board or the Chief Executive Officer or its delegatee ordelegatees. 

**13. Relation to Plan.**This Agreement is subject to the terms and conditions of the Plan. In the event of anyinconsistency 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 inthe Plan. 

**14. Amendments.**Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that theamendment is applicable hereto; *provided*, *however*, that no amendment shall adversely affect the rights of the Grantee under this Agreement without the Grantee’s consent. 

**15. Severability.**If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid orunenforceable, 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 tothe extent) necessary to make it enforceable and valid. 

**16. Governing Law.**This Agreement shall be governed by and construed inaccordance 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. 

**17. Miscellaneous.** Nothing contained in this Agreement shall be understood as conferring on Grantee any right to continue as an employee of STERISor any Subsidiary or affiliate. STERIS reserves the right to correct any clerical, typographical, or other error in this Agreement or otherwise with respect to this grant. This Agreement shall inure to the benefit of and be binding upon its partiesand their respective heirs, executors, administrators, successors, and assigns, but the Restricted Shares shall not be transferable by Grantee other than as provided in Section 17 of the Plan. 

The undersigned hereby acknowledges receipt of an executed original of this Restricted Stock Agreement, together with copies of the documents noted inSection 2 hereof, and accepts the award of Restricted Shares granted hereunder on the terms and conditions set forth herein and in the Plan. 
Dated:                         , 20        **[Grantee’s Name]**
Executed in the name and on behalf of STERIS at Mentor, Ohio, as of the     day of                     , 20    . 

 
**STERIS Corporation****By: **  **[Name:] ****[Title:]**
 

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