**Exhibit 10(h)**

 

**STOCK OPTION AGREEMENT** made as of the     day of                ,201  by and between **CANTEL MEDICAL CORP.**, a Delaware corporation with principal offices located at 150 Clove Road,Little Falls, New Jersey 07424 (the “Company”), and **                              **(the “Optionee”).

 

**W I T N E S S E T H:**

 

**WHEREAS**, the Optionee 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 to Optionee anoption to purchase shares of the Company’s Common Stock pursuant to the Company’s2006 Equity Incentive Plan (the “Plan”); and

 

**WHEREAS**, the Board ofDirectors of the Company or the Committee under the Plan has authorized the grantof a stock option to the Participant;

 

**NOW,THEREFORE,** in consideration of the premises and for other goodand valuable consideration, receipt of which is hereby acknowledged, theCompany, pursuant to the Plan, hereby grants the Optionee the option to acquireshares of the Common Stock of the Company upon the following terms andconditions:

 

**1.****            ****GRANT OFOPTION****.**

 

**(a)**           The Companyhereby grants to the Optionee the right and option (the “Option”) to purchaseup to             shares of Common Stock, par value $.10 per share, of the Company (the “Shares”),to be issued upon the exercise hereof, fully paid and non-assessable, duringthe following periods (subject to Section 1(d) below):

 

**(i)**            No Shares maybe purchased prior to the first anniversary of the date hereof;

 

**(ii)**                                Up to           Shares may bepurchased on or after the first anniversary of the date hereof;

 

**(iii)****                           **Up to an additional           Shares may bepurchased on or after the second anniversary of the date hereof; and

 

**(iv)**                               Up to anadditional            Sharesmay be purchased on or after the third anniversary of the date hereof.

 

**(b)**           The Optiongranted hereby shall expire and terminate at 5:00 p.m. local time in NewYork, New York on the fifth anniversary of the date hereof (the “Expiration Date”)at which time the Optionee shall have no further right to purchase any Sharesnot then purchased.

 

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**(c)**           The Option isnot intended to qualify as an Incentive Stock Option within the meaning of Section 422of the Internal Revenue Code.

 

**(d)**           The vesting schedule under Section 1(a) aboveshall be subject to the terms of any employment agreement, severance agreementor similar agreement between the Optionee and the Company (or a Subsidiary ofthe Company) and any long term incentive plan of the Company that covers thevesting of the Options.  In addition, theCommittee (as defined in the Plan) will have the right, in its sole discretion,to accelerate the vesting schedule under Section 1(a) above, in wholeor in part.

 

**2.**             **EXERCISE PRICE; WITHHOLDING TAXES****.**

 

**(a)****          **The exercise price of the Option shall be$     per Share, and shall be payable (i) in cash bywire transfer or personal, certified or bank check); or (ii) by thetransfer to the Company of whole Shares that are already owned by the Optioneewith a fair market value (determined under the Plan) equal to the exerciseprice of the Shares issuable upon exercise of the Option (or partly in cash andpartly in such Shares); provided, however, that the Company shall not berequired to deliver (or make available) Shares with respect to which an Optionis exercised until the Company has confirmed the receipt of good and availablefunds in payment of the exercise price thereof as well as any required taxwithholding obligation.  In addition tothe foregoing, payment of the exercise price may be made by delivery to theCompany by the Optionee of an executed exercise form, together with irrevocableinstructions to a broker-dealer to sell or margin a sufficient portion of theShares covered by the Option and deliver the sale or margin loan proceedsdirectly to the Company (sufficient to pay the exercise price and taxwithholding obligation).  In addition, atthe request of the Optionee as set forth on his or her executed exercise form,the Company is authorized to settle all or part of any Option by delivering tothe Optionee Shares having a fair market value (determined under the Plan)equal to the product of the excess of the fair market value of one Share(determined under the Plan), over the Option exercise price, multiplied by thenumber of Shares with respect to which the Optionee proposes to exercise theOption.  The Company shall pay alloriginal issue or transfer taxes on the exercise of the Option.

 

**(b)****          **To permit the Company tocomply 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 any exercise of the Option made hereunder (the “RequiredWithholdings”) are so withheld. If the Company is unable to withhold the same,the Optionee hereby agrees to pay the Required Withholdings to the Companypromptly upon demand therefore.

 

**3.**             **EXERCISE OF OPTION****.**  The Optionee shall notify the Company byregistered or certified mail, return receipt requested, addressed to itsprincipal office, as to the number of Shares which he desires to purchase underthe Option, which notice shall be accompanied by payment of the Option exerciseprice therefore as specified in Paragraph 2 above.  As soon as practicable after the receipt ofsuch notice, the Company shall, at its principal office or another 

 

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mutuallyconvenient location, tender to the Optionee certificates issued in the Optionee’sname evidencing the Shares purchased by the Optionee hereunder.

 

**4.**             **CONDITIONS OF EXERCISE****.**

 

**(a)****          **The Optionee shall have the right to exercisethe Option only while he shall be in the full-time employ of the Company or anyof its Subsidiaries, except that if the Optionee’s employment shall beterminated for any reason other than his death or Disability or for “Cause”,the Option may be exercised at any time within three (3) months after thedate of termination but only to the extent that it was exercisable on such dateof termination and in no event after the Expiration Date.

 

**(b)**           If the Optioneeshall die or become Disabled while in the employ of the Company or any of itsSubsidiaries, this Option may be exercised, to the extent exercisable on thedate of the Optionee’s death or Disability, by his executor, administrator orother person at the time entitled by law to his rights under this Option, atany time within twelve (12) months after the date of termination of theOptionee’s employment due to death or Disability, but in no event after theExpiration Date.

 

**5.**             **NON-ASSIGNABILITY OF OPTION****.**  The Optionee may not give, grant, sell,exchange, transfer legal title, pledge, assign or otherwise encumber or disposeof the Option herein granted or any interest therein, otherwise than by will orthe laws of descent and distribution and, except as provided in Paragraph 4(b) hereof,the Option may be exercisable only by the Optionee.

 

**6.**             **SECURITIES LAWS****.**  By accepting the Option, the Optionee agreesfor himself, his heirs and legatees not to sell or otherwise transfer any andall Shares purchased upon the exercise thereof except in compliance with theapplicable provisions of the Securities Act of 1933, as amended from time totime (the “Act”) and any other applicable legal requirements.  Further, Optionee agrees that if the Optionee’ssale of the Shares is at any time not covered by an effective registrationstatement under the Act (it being agreed that the Company will use itscommercially reasonable best efforts to cause a registration statement (so longas such registration statement may be filed on Form S-8 or anysubstantially similar successor form) to be in effect during any period inwhich the same may be required in order to permit the Optionee to sell theShares in the public market), the Company may require the Optionee to make suchrepresentations and agreements and furnish such information, and the Companymay take such additional actions, in each case, as the Company may in itsreasonable discretion deem necessary or desirable to assure compliance by theCompany, on terms acceptable to the Company, with the provisions of the Act andany other applicable legal requirements, including but not limited to theplacing of a “stop transfer” order with respect to such Shares with itstransfer agent and the placing of an appropriate restrictive legend on thecertificate(s) evidencing such Shares 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 

 

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1933or an opinion of counsel to the Company that registration is not required undersaid Act. In the event that a Registration Statement becomes effective coveringthe securities or counsel to the Company delivers a written opinion thatregistration is not required under said Act, this certificate may be exchangedfor a certificate free from this legend.”

 

**7.****            ****RESTRICTIONON ISSUANCE OF SHARES****.**  If at any time the Company shall reasonablydetermine that the listing, registration or qualification of the Shares subjectto this Option upon any securities exchange or under any state or federal law,or the consent or approval of any governmental regulatory body, are necessaryor desirable in connection with the issuance or purchase of the Shares subjectthereto, this Option may not be exercised in whole or in part unless suchlisting, registration, qualification, consent or approval shall have beeneffected or obtained free of any conditions not acceptable to the Company.  The Optionee shall have no rights against theCompany if this Option is not exercisable by virtue of the foregoing provision.

 

**8.****            ****NO RIGHTSAS SHAREHOLDERS****.**  The Optionee shall have no rights as ashareholder in respect of the Shares as to which the Option shall not have beenexercised and payment made as herein provided.

 

**9.****            ****EFFECT UPONEMPLOYMENT****.**  This Agreement does not give nor shall it beconstrued as giving the Optionee any right to continued employment by theCompany or any of its subsidiaries.

 

**10.****         ****2006 EQUITYINCENTIVE PLAN**.  The Optionevidenced by this Agreement is granted pursuant to the Plan, a copy of whichPlan has been made available to the Optionee and is hereby incorporated intothis Agreement.  This Agreement issubject to and in all respects limited and conditioned as provided in thePlan.  All defined terms of the Planshall have the same meaning when used in this Agreement.  The Plan governs this Award and, in the eventof any questions as to the construction of this Agreement or in the event of aconflict between the Plan and this Agreement, the Plan shall govern, except asthe Plan otherwise provides.

 

**11.**          **BINDING EFFECT****.**  Except as herein otherwise expresslyprovided, this Agreement shall be binding upon and shall inure to the benefitof the parties hereto, their legal representatives and assigns.

 

**12.****         ****GOVERNINGLAW****.**  This Agreement shall be governed by andconstrued in accordance with the laws of the State of New Jersey applicable toagreements made and to be performed wholly within the State of New Jersey.

 

**13.****         ****COUNTERPARTS****.**  This Agreement may be executed in duplicatecounterparts, each of which when so executed shall be deemed to be an originaland both of which when taken together shall constitute one and the sameinstrument. Either Party may execute this Agreement by facsimile or PDFsignature.

 

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**IN WITNESS WHEREOF,** the parties have executedthis Agreement as of the date and year first above written.

 

 
|   | **CANTEL MEDICAL CORP.** |
|--------|--------------------------|
|   |                     |
|   |                     |
|   | By:                      |   |
|   |                     |
|   |                     |
|   | Optionee                 |

 

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