**Exhibit 10(i)**

 

**RESTRICTED STOCK AGREEMENT**

 

**CANTEL MEDICAL CORP.**

**2006 EQUITY INCENTIVE PLAN**

 

**THIS AGREEMENT** is made effective as ofthis          day of                      ,            , byand between Cantel Medical Corp., a Delaware corporation (the “Company”), and                                                  (the “Participant”).

 

W I T N E S S E T H:

 

**WHEREAS**, the Participant is, on the date hereof, anemployee or a non-employee member of the Board of Directors of the Company orof a Subsidiary of the Company; and

 

**WHEREAS**, the Company wishes to grant a RestrictedStock Award to the Participant for shares of the Company’s Common Stockpursuant to the Company’s 2006 Equity Incentive Plan (the “Plan”); and

 

**WHEREAS**, the Board of Directors of the Company orthe Committee under the Plan has authorized the grant of a Restricted StockAward to the Participant;

 

**NOW, THEREFORE**, in consideration of thepremises and of the mutual covenants herein contained, the parties hereto agreeas follows:

 

1.             **Grant of Restricted Stock Award**.  The Company hereby grants to the Participanton the date set forth above a Restricted Stock Award (the “Award”) for                                          (                  )shares of Common Stock, par value $.10 per share, of the Company (the “Shares”)on the terms and conditions set forth herein, which Shares are subject toadjustment pursuant to Section 4(c) of the Plan. The Shares shall beissued to the Participant for no cash consideration.  The Company shall cause the Shares to beissued in “book form” with its transfer agent until such time as the risk offorfeiture and other transfer restrictions set forth in this Agreement havelapsed with respect to such Shares. In the alternative, in the Company’s solediscretion, the Company shall cause to be issued one or more stock certificatesrepresenting such Shares in the Participant’s name, and shall hold each suchcertificate (together with a stock power duly executed in blank by theParticipant)  represented by thecertificate.  The Company shall place alegend on such certificates describing the risk of forfeiture and othertransfer restrictions set forth in this Agreement providing for thecancellation of such certificates if the Shares are forfeited as provided in Section 2below.  Until such risk of forfeiture haslapsed or the Shares subject to this Award have been forfeited pursuant to Section 2below, the Participant shall be entitled to vote the Shares and shall receiveall dividends or other distributions attributable to such Shares, but theParticipant shall not have any other rights as a shareholder with respect tosuch Shares.

 

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2.             **Vesting of Restricted Stock**.

 

(a)           The Shares subject to this Awardshall remain forfeitable until the risk of forfeiture lapses according to thefollowing vesting schedule:

 
| **Vesting Date**                 | ** ** | **Number of Shares** | ** ** |
|---------------------------------------|------------|--------------------------------|------------|
| First anniversary of the date hereof  |       |                           |       |   |   |
| Second anniversary of the date hereof |       |                           |       |   |   |
| Third anniversary of the date hereof  |       |                           |       |   |   |

 

(b)           If the Participant’s employment orother relationship with the Company (or a Subsidiary of the Company) terminatesat any time prior to a Vesting Date for any reason, including the Participant’svoluntary resignation or retirement, the Participant shall immediately forfeitall Shares subject to this Award which have not yet vested and for which therisk of forfeiture has not lapsed. The foregoing provision shall be subject tothe terms of the Plan as well as any employment agreement, severance agreementor similar agreement between the Company (or a Subsidiary of the Company) andthe Participant and any long term incentive plan of the Company that covers thevesting or forfeiture of Shares.  Inaddition, the Committee will have the right, in its sole discretion, to acceleratethe vesting schedule under Section 2(a) above, in whole or in part.

 

3.             **General Provisions**.

 

(a)           **Employment or Other Relationship**.  This Agreement shall not confer on theParticipant any right with respect to the continuance of employment or anyother relationship with the Company or any Subsidiary, nor will it interfere inany way with the right of the Company or such Subsidiary to terminate suchemployment or relationship.

 

(b)           **Mergers, Recapitalizations, Stock Splits, Etc.**  Pursuant and subject to Section 4(c) ofthe Plan, certain changes in the number or character of the Company’s shares ofCommon Stock of the Company (through merger, reorganization, consolidation,recapitalization, stock dividend, stock split, spin-off or similar transaction)shall result in an adjustment, reduction, or enlargement, as appropriate, inthe number of Shares subject to this Award. Any additional Shares that arecredited pursuant to such adjustment shall be subject to the same restrictionsas are applicable to the Shares with respect to which the adjustment relates.

 

(c)           **Shares Reserved**.  The Company shall at all times during theterm of this Award reserve and keep available such number of Shares as will besufficient to satisfy the requirements of this Agreement.

 

(d)           **WithholdingTaxes**.  To permit the Companyto comply with all applicable federal and state income tax laws or regulations,the Company may take such action as it deems appropriate to ensure that allfederal and state payroll, income or other taxes required to be withheld by theCompany with respect to the Award made hereunder (the “Required Withholdings”)are so withheld. If the Company is unable to withhold the same, Participanthereby agrees (i) to pay the Required Withholdings to the Company promptlyupon demand

 

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therefore,and (ii) that in the event he fails to do so, the Company may unilaterallytransfer into its own name from any certificates representing Shares subject tothe Award being held by the Company, a number of Shares having a Fair MarketValue equal to the amount of the Required Withholdings.

 

(e)           **2006 Equity Incentive Plan**.  The Award evidenced by this Agreement isgranted pursuant to the Plan, a copy of which Plan has been made available tothe Participant and is hereby incorporated into this Agreement.  This Agreement is subject to and in allrespects limited and conditioned as provided in the Plan.  All defined terms of the Plan shall have thesame meaning when used in this Agreement. The Plan governs this Award and, in the event of any questions as to theconstruction of this Agreement or in the event of a conflict between the Planand this Agreement, the Plan shall govern, except as the Plan otherwiseprovides.

 

(f)            **Scope of Agreement**.  This Agreement shall bind and inure to thebenefit of the Company and its successors and assigns and of the Participantand any successor or successors of the Participant.

 

(g)**           Non-AssignabilityOf Shares. **TheParticipant may not give, grant, sell, exchange, transfer legal title, pledge,assign or otherwise encumber or dispose of the Shares prior to vesting of theShares in accordance with the terms of this Agreement.

 

(h)           **SecuritiesLaws.**  The Participantagrees for himself, his heirs and legatees not to sell or otherwise transferany and all Shares subject hereto except in compliance with the applicableprovisions of the Securities Act of 1933, as amended from time to time (the “Act”)and any other applicable legal requirements. Further, the Participant agrees that if the Participant’s sale of theShares is at any time not covered by an effective registration statement underthe Act (it being agreed that the Company will use its commercially reasonablebest efforts to cause a registration statement (so long as such registrationstatement may be filed on Form S-8 or any substantially similar successorform) to be in effect during any period in which the same may be required inorder to permit the Participant to sell the Shares in the public market), theCompany may require the Participant to make such representations and agreementsand furnish such information, and the Company may take such additional actions,in each case, as the Company may in its reasonable discretion deem necessary ordesirable to assure compliance by the Company, on terms acceptable to theCompany, with the provisions of the Act and any other applicable legalrequirements, including but not limited to the placing of a “stop transfer”order with respect to such Shares with its transfer agent and the placing of anappropriate restrictive legend on the certificate(s) evidencing suchShares in substantially the following form:

 

“The sale of the securities represented by this certificate has notbeen registered under the Securities Act of 1933, and may not be sold ortransferred in the absence of an effective Registration Statement covering suchsale or transfer under the Securities Act of 1933 or an opinion of counsel tothe Company that registration is not required under said Act. In the event thata Registration Statement becomes effective covering the securities or counselto the Company delivers a written opinion that registration is not requiredunder said Act, this certificate may be exchanged for a certificate free fromthis legend.”

 

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(i)           **GoverningLaw. **This Agreement shallbe governed by and construed in accordance with the laws of the State of NewJersey applicable to agreements made and to be performed wholly within theState of New Jersey.

 

**ACCORDINGLY**, the parties hereto havecaused this Agreement to be executed on the day and year first above written.

 

 
|   | **CANTEL  MEDICAL CORP.** |
|--------|---------------------------|
|   | ** **                |
|   |                      |
|   | By:                       |   |
|   |                      | Its: |   |
|   |                      |
|   |                      |
|   |                      |
|   | Participant               |

 

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