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, an
employee or a non-employee member of the Board of Directors of the Company or
of a Subsidiary of the Company; and


 


WHEREAS, the Company wishes to grant to Optionee an
option to purchase shares of the Company’s Common Stock pursuant to the Company’s
2006 Equity Incentive Plan (the “Plan”); and


 


WHEREAS, the Board of
Directors of the Company or the Committee under the Plan has authorized the grant
of a stock option to the Participant;


 


NOW,
THEREFORE, in consideration of the premises and for other good
and valuable consideration, receipt of which is hereby acknowledged, the
Company, pursuant to the Plan, hereby grants the Optionee the option to acquire
shares of the Common Stock of the Company upon the following terms and
conditions:


 


1.             GRANT OF
OPTION.


 


(a)           The Company
hereby grants to the Optionee the right and option (the “Option”) to purchase
up 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, during
the following periods (subject to Section 1(d) below):


 


(i)            No Shares may
be purchased prior to the first anniversary of the date hereof;


 


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


 


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


 


(iv)                               Up to an
additional            Shares
may be purchased on or after the third anniversary of the date hereof.


 


(b)           The Option
granted hereby shall expire and terminate at 5:00 p.m. local time in New
York, 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 Shares
not then purchased.


 

















 


(c)           The Option is
not intended to qualify as an Incentive Stock Option within the meaning of Section 422
of the Internal Revenue Code.


 


(d)           The vesting schedule under Section 1(a) above
shall be subject to the terms of any employment agreement, severance agreement
or similar agreement between the Optionee and the Company (or a Subsidiary of
the Company) and any long term incentive plan of the Company that covers the
vesting of the Options.  In addition, the
Committee (as defined in the Plan) will have the right, in its sole discretion,
to accelerate the vesting schedule under Section 1(a) above, in whole
or 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 by
wire transfer or personal, certified or bank check); or (ii) by the
transfer to the Company of whole Shares that are already owned by the Optionee
with a fair market value (determined under the Plan) equal to the exercise
price of the Shares issuable upon exercise of the Option (or partly in cash and
partly in such Shares); provided, however, that the Company shall not be
required to deliver (or make available) Shares with respect to which an Option
is exercised until the Company has confirmed the receipt of good and available
funds in payment of the exercise price thereof as well as any required tax
withholding obligation.  In addition to
the foregoing, payment of the exercise price may be made by delivery to the
Company by the Optionee of an executed exercise form, together with irrevocable
instructions to a broker-dealer to sell or margin a sufficient portion of the
Shares covered by the 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 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 to
the 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 the
number of Shares with respect to which the Optionee proposes to exercise the
Option.  The Company shall pay all
original issue or transfer taxes on the exercise of the Option.


 


(b)           To permit the Company to
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 all
federal and state payroll, income or other taxes required to be withheld by the
Company with respect to any exercise of the Option made hereunder (the “Required
Withholdings”) are so withheld. If the Company is unable to withhold the same,
the Optionee hereby agrees to pay the Required Withholdings to the Company
promptly upon demand therefore.


 


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


 


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mutually
convenient location, tender to the Optionee certificates issued in the Optionee’s
name evidencing the Shares purchased by the Optionee hereunder.


 


4.             CONDITIONS OF EXERCISE.


 


(a)           The Optionee shall have the right to exercise
the Option only while he shall be in the full-time employ of the Company or any
of its Subsidiaries, except that if the Optionee’s employment shall be
terminated 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 the
date of termination but only to the extent that it was exercisable on such date
of termination and in no event after the Expiration Date.


 


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


 


5.             NON-ASSIGNABILITY OF OPTION.  The Optionee may not give, grant, sell,
exchange, transfer legal title, pledge, assign or otherwise encumber or dispose
of the Option herein granted or any interest therein, otherwise than by will or
the 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 agrees
for himself, his heirs and legatees not to sell or otherwise transfer any and
all Shares purchased upon the exercise thereof except in compliance with the
applicable provisions of the Securities Act of 1933, as amended from time to
time (the “Act”) and any other applicable legal requirements.  Further, Optionee agrees that if the Optionee’s
sale of the Shares is at any time not covered by an effective registration
statement under the Act (it being agreed that the Company will use its
commercially reasonable best efforts to cause a registration statement (so long
as such registration statement may be filed on Form S-8 or any
substantially similar successor form) to be in effect during any period in
which the same may be required in order to permit the Optionee to sell the
Shares in the public market), the Company may require the Optionee to make such
representations and agreements and furnish such information, and the Company
may take such additional actions, in each case, as the Company may in its
reasonable discretion deem necessary or desirable to assure compliance by the
Company, on terms acceptable to the Company, with the provisions of the Act and
any other applicable legal requirements, 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 an appropriate restrictive legend on the
certificate(s) evidencing such Shares in substantially the following form:


 


“The sale of the securities represented by this certificate has not
been registered under the Securities Act of 1933, and may not be sold or
transferred in the absence of an effective Registration Statement covering such
sale or transfer under the Securities Act of 


 


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


 


7.             RESTRICTION
ON ISSUANCE OF SHARES.  If at any time the Company shall reasonably
determine that the listing, registration or qualification of the Shares subject
to this Option upon any securities exchange or under any state or federal law,
or the consent or approval of any governmental regulatory body, are necessary
or desirable in connection with the issuance or purchase of the Shares subject
thereto, this Option may not be exercised in whole or in part unless such
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Company.  The Optionee shall have no rights against the
Company if this Option is not exercisable by virtue of the foregoing provision.


 


8.             NO RIGHTS
AS SHAREHOLDERS.  The Optionee shall have no rights as a
shareholder in respect of the Shares as to which the Option shall not have been
exercised and payment made as herein provided.


 


9.             EFFECT UPON
EMPLOYMENT.  This Agreement does not give nor shall it be
construed as giving the Optionee any right to continued employment by the
Company or any of its subsidiaries.


 


10.          2006 EQUITY
INCENTIVE PLAN.  The Option
evidenced by this Agreement is granted pursuant to the Plan, a copy of which
Plan has been made available to the Optionee and is hereby incorporated into
this Agreement.  This Agreement is
subject to and in all respects limited and conditioned as provided in the
Plan.  All defined terms of the Plan
shall have the same meaning when used in this Agreement.  The Plan governs this Award and, in the event
of any questions as to the construction of this Agreement or in the event of a
conflict between the Plan and this Agreement, the Plan shall govern, except as
the Plan otherwise provides.


 


11.          BINDING EFFECT.  Except as herein otherwise expressly
provided, this Agreement shall be binding upon and shall inure to the benefit
of the parties hereto, their legal representatives and assigns.


 


12.          GOVERNING
LAW.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New Jersey applicable to
agreements made and to be performed wholly within the State of New Jersey.


 


13.          COUNTERPARTS.  This Agreement may be executed in duplicate
counterparts, each of which when so executed shall be deemed to be an original
and both of which when taken together shall constitute one and the same
instrument. Either Party may execute this Agreement by facsimile or PDF
signature.


 


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


 


 


	
   

  	
  CANTEL MEDICAL CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Optionee

  



 


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