Exhibit 10(i)


 


RESTRICTED STOCK AGREEMENT


 


CANTEL MEDICAL CORP.


2006 EQUITY INCENTIVE PLAN


 


THIS AGREEMENT is made effective as of
this          day of                      ,
            , by
and 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, 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 a Restricted
Stock Award to the Participant for 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 Restricted Stock
Award to the Participant;


 


NOW, THEREFORE, in consideration of the
premises and of the mutual covenants herein contained, the parties hereto agree
as follows:


 


1.             Grant of Restricted Stock Award.  The Company hereby grants to the Participant
on 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 to
adjustment pursuant to Section 4(c) of the Plan. The Shares shall be
issued to the Participant for no cash consideration.  The Company shall cause the Shares to be
issued in “book form” with its transfer agent until such time as the risk of
forfeiture and other transfer restrictions set forth in this Agreement have
lapsed with respect to such Shares. In the alternative, in the Company’s sole
discretion, the Company shall cause to be issued one or more stock certificates
representing such Shares in the Participant’s name, and shall hold each such
certificate (together with a stock power duly executed in blank by the
Participant)  represented by the
certificate.  The Company shall place a
legend on such certificates describing the risk of forfeiture and other
transfer restrictions set forth in this Agreement providing for the
cancellation of such certificates if the Shares are forfeited as provided in Section 2
below.  Until such risk of forfeiture has
lapsed or the Shares subject to this Award have been forfeited pursuant to Section 2
below, the Participant shall be entitled to vote the Shares and shall receive
all dividends or other distributions attributable to such Shares, but the
Participant shall not have any other rights as a shareholder with respect to
such Shares.


 

















 


2.             Vesting of Restricted Stock.


 


(a)           The Shares subject to this Award
shall remain forfeitable until the risk of forfeiture lapses according to the
following 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 or
other relationship with the Company (or a Subsidiary of the Company) terminates
at any time prior to a Vesting Date for any reason, including the Participant’s
voluntary resignation or retirement, the Participant shall immediately forfeit
all Shares subject to this Award which have not yet vested and for which the
risk of forfeiture has not lapsed. The foregoing provision shall be subject to
the terms of the Plan as well as any employment agreement, severance agreement
or similar agreement between the Company (or a Subsidiary of the Company) and
the Participant and any long term incentive plan of the Company that covers the
vesting or forfeiture of Shares.  In
addition, the Committee will have the right, in its sole discretion, to accelerate
the 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 the
Participant any right with respect to the continuance of employment or any
other relationship with the Company or any Subsidiary, nor will it interfere in
any way with the right of the Company or such Subsidiary to terminate such
employment or relationship.


 


(b)           Mergers, Recapitalizations, Stock Splits, Etc.  Pursuant and subject to Section 4(c) of
the Plan, certain changes in the number or character of the Company’s shares of
Common 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, in
the number of Shares subject to this Award. Any additional Shares that are
credited pursuant to such adjustment shall be subject to the same restrictions
as are applicable to the Shares with respect to which the adjustment relates.


 


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


 


(d)           Withholding
Taxes.  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 the Award made hereunder (the “Required Withholdings”)
are so withheld. If the Company is unable to withhold the same, Participant
hereby agrees (i) to pay the Required Withholdings to the Company promptly
upon demand


 


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


 


(e)           2006 Equity Incentive Plan.  The Award evidenced by this Agreement is
granted pursuant to the Plan, a copy of which Plan has been made available to
the Participant 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.


 


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


 


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


 


(h)           Securities
Laws.  The Participant
agrees for himself, his heirs and legatees not to sell or otherwise transfer
any and all Shares subject hereto 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, the Participant agrees that if the Participant’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 Participant to sell the Shares in the public market), the
Company may require the Participant 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 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.”


 


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(i)           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.


 


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


 


 


	
   

  	
  CANTEL
  MEDICAL CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Participant

  



 


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