**Exhibit 10(g)**

 

**STOCK OPTION AGREEMENT** made as of the 31st day ofJuly, 201  by and between **CANTEL MEDICALCORP.** , a Delaware corporation with principal offices located at 150Clove 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; 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 has authorized the grant of a stock option to theParticipant;

 

**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 and conditions:

 

**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:

 

(i)                                     No shares maybe purchased hereunder prior to the first anniversary of the date hereof; and

 

(ii)                                  Up to              shares may be purchased on or after the first 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 “ExpirationDate”) at which time the Optionee shall have no further right to purchase anyShares not then purchased.

 

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

 

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

 

**(a)****          **The exercise price of the Option shall be$           per Share, andshall be payable (i) in cash by wire transfer or personal, certified orbank check); or (ii) by the transfer to the Company of whole Shares thatare already owned by the Optionee with a fair market value (determined underthe Plan) equal to the exercise price of the Shares issuable upon exercise ofthe Option (or partly in cash and partly in such Shares); provided, however,that the Company shall not be required to deliver (or make available) Shareswith respect to which an Option is exercised until the Company has confirmedthe receipt of good and available funds in payment of the exercise pricethereof as well as any required tax withholding obligation.  In addition to the foregoing, payment of theexercise price may be made by delivery to the Company by the Optionee of anexecuted exercise form, together with irrevocable instructions to abroker-dealer to sell or margin a sufficient portion of the Shares covered bythe Option and deliver the sale or margin loan proceeds directly to the Company(sufficient to pay the exercise price and tax withholding obligation).  In addition, at the request of the Optioneeas set forth on his or her executed exercise form, the Company is authorized tosettle all or part of any Option by delivering to the Optionee Shares having afair market value (determined under the Plan) equal to the product of theexcess of the fair market value of one Share (determined under the Plan), overthe Option exercise price, multiplied by the number of Shares with respect towhich the Optionee proposes to exercise the Option.  The Company shall pay all original issue ortransfer 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 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 a director of the Company, except that if theOptionee’s directorship shall be terminated for any reason other than his deathor Disability or for “Cause”, the Option may be exercised at any time withinthree (3) months after the date of termination but only to the extent thatit was exercisable on such date of termination and in no event after theExpiration Date.

 

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**(b)**           If the Optioneeshall die or become Disabled while a director 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 directorship 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 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.”

 

**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 

 

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haveno rights against the Company if this Option is not exercisable by virtue ofthe 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.****            ****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.

 

**10.**          **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.

 

**11.****         ****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.

 

**12.****         ****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.

 

**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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