Exhibit 10(t)


 


EMPLOYMENT
AGREEMENT


 


AGREEMENT dated as of this 1st day of August, 2008, by and between Crosstex
International, Inc., a New York corporation (“Crosstex” or the “Company”)
and Gary Steinberg (the “Employee”).


 


Introduction


 


Employee currently serves as
an Executive Vice President of the Company pursuant to an Employment Agreement
dated as of August 1, 2005 (the “Current Agreement”).  Employee and the Company desire to enter into
a new employment agreement and to set forth herein the terms and conditions of
Employee’s employment by the Company.  The
Company is a wholly-owned subsidiary of Cantel Medical Corp., a Delaware
corporation (“Cantel”). This Agreement will become effective on August 1,
2008 (the “Effective Date”), immediately upon expiration of the Current
Agreement.


 


NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is
hereby agreed by and between the Company and Employee as follows:


 


1.             Engagement and Term.  The Company hereby employs Employee and
Employee hereby accepts such employment by the Company on the terms and
conditions set forth herein, for the period commencing on the Effective Date
and ending, unless sooner terminated in accordance with the provisions of Section 4
hereof, on July 31, 2010 (the “Employment Period”). As used in this
Agreement, the term “Contract Year” shall refer to the period commencing on the
Effective Date and ending July 31, 2009 and each twelve-month period
thereafter during the term of this Agreement.


 


2.             Scope of Duties.  Employee
shall be employed by the Company as its Chief Executive Officer.  Employee shall have such authority, powers
and duties customarily attendant upon such position. Employee will be the
principal executive officer of the Company, responsible for its overall
operations.  If elected or appointed,
Employee shall also serve, without additional compensation hereunder, in one or
more offices of the Company and, if and when elected, as a director of the
Company, provided that his duties and responsibilities are not inconsistent
with those pertaining to his position as stated above.  Employee agrees to perform the duties
associated with his employment to the best of his abilities, and shall
faithfully devote his full business time and efforts so as to advance the best
interests of the Company.  During the
Employment Period, Employee shall not be engaged in any other business
activity, whether or not such business activity is pursued for profit or other
pecuniary advantage. Notwithstanding anything to the contrary contained
herein, Employee may serve on the board of directors of not-for-profit
entities, provided such entities are not competitors of the Company and such
activities do not materially interfere with Employee’s duties hereunder.  Service on the board of directors of any
other entities shall require prior consent of the President or Board of
Directors of Cantel.  The principal place
of employment of Employee shall be the executive offices of the Company 


 


Execution Copy


 

















 


in Hauppauge, New York.  In connection
with his employment hereunder, Employer shall be entitled to the continued use
of his existing office.


 


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3.             Compensation.


 


3.1.          Base
Salary.  In respect of services to be performed by
Employee during the Employment Period, the Company agrees to pay Employee an
annual base salary (“Base Salary”) of $375,000. 
The Base Salary shall be payable at such regular times and
intervals as the Company customarily pays its executive officers from time to time, but in no event less frequently than every
second week.  The Base Salary shall be
increased annually by 5% on August 1 of each Contract Year commencing August 1,
2009.


 


3.2.          Incentive
Compensation.


 


3.2.1        Subject to the terms of this Section 3.2, Employee shall be
entitled to an annual incentive bonus (the “Bonus”) for each Contract Year
during the Employment Period in which the Company’s achieves at least 85% of its
budgeted “Operating Income” approved under Section 3.2.2 below for such
Contract Year.  Employee’s bonus target
(the “Bonus Target”) will be an amount equal to 35% of the Base Salary in
effect for such Contract Year.  The Bonus will be calculated as follows:


 




	
  % Achievement of Budgeted 

  Operating Income

  	
   

  	
  Incentive Bonus

  
	
  Less than 85%

  	
   

  	
  0

  
	
  85%

  	
   

  	
  85% of Bonus Target

  
	
   

  	
   

  	
   

  
	
  86% - 99%

  	
   

  	
  86%-99% of Bonus Target
  (i.e., a percentage of the Bonus Target equal to the % achievement of the
  Budgeted Operating income)

  
	
   

  	
   

  	
   

  
	
  100%

  	
   

  	
  100% of Bonus Target

  
	
   

  	
   

  	
   

  
	
  Greater than 100%

  	
   

  	
  100% of Bonus Target plus
  an additional 2% of Bonus Target for every 1% increase in % achievement of
  Budgeted Operating Income (i.e., If 105% of Budgeted Operating Income is
  achieved, bonus is 110% of Bonus Target)

  






 


3.2.2        The Company shall prepare and approve a written budget for (and in
advance of) each Contract Year, which shall reflect, among other things, the
Company’s budgeted Operating Income (“Budgeted Operating Income”).


 


3.2.3        As used herein, the term “Operating Income” shall mean, for any
Contract Year, the income (or loss) of the Company and its consolidated
subsidiaries determined in accordance with generally accepted accounting
principles from time to time in effect (“GAAP”) before provisions for income
taxes.  For purposes of determining the
Bonus under this Section 3, the actual Operating Income for each Contract
Year shall be adjusted to exclude income (or loss) that is directly
attributable to (x) the sale or distribution of assets not in the Company’s
ordinary course of business, (y) transactions accounted for as
extraordinary events in accordance with GAAP and (z) acquisitions by the
Company of businesses (by 


 


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merger, consolidation,
acquisition of stock or assets or otherwise) during the Contract Year,
including without limitation, acquisition costs and operations of the acquired
businesses that closed during such Contract Year, but in each case were not reflected
in the budget for such Contract Year.  In addition, for purposes of
determining the extent to which the Budgeted Operating Income was achieved,
Operating Income may be further adjusted in the sole discretion of the
President of Cantel or the Compensation Committee of the Board of Directors of
Cantel in accordance with Section 3.2.5 below to exclude non-recurring
income and expenses as it believes are equitable and warranted under the
circumstances, as determined on a case-by-case basis.


 


3.2.4        The Bonus for each Contract Year shall be determined as soon as
practicable following the end of the immediately preceding Contract Year, and
payable not later than thirty (30) days following completion of the Company’s
audited financial statements for such Contract Year.


 


3.2.5        The Compensation Committee of the Board of Directors of Cantel, in
consultation with the President of Cantel, shall make the final calculation of
the Bonus and may make such adjustments thereto in its sole discretion, acting
in good faith, as it believes are necessary to accomplish the intent of Section 3.2.


 


3.2.6        In the event that Employee is not employed hereunder during a full
Contract Year, the amount of the Bonus for such year shall be equal to the
product of (i) Bonus that would have been payable under this Section 3
had Employee been employed by the Company for the full Contract year and (ii) a
fraction, the numerator of which shall be the number of days during such
Contract Year that Employee is employed hereunder and the denominator of which
shall be 365.  Notwithstanding the
foregoing to the contrary, in the event that Employee’s employment is terminated
on or prior to July 31, 2010 (i) by the Company for cause or (ii) by
the Employee without Good Reason, Employee shall not be entitled to any Bonus
under this Section 3.2 for the Contract Year in which the termination
occurred.


 


3.3           Equity Compensation.  On August 1, 2009, the Company will cause Cantel to grant to
Employee restricted stock awards (“RSAs”) for 5,000 shares and stock options (“Options”)
to purchase 15,000 shares, with both the RSAs and Options vesting in three equal
annual installments commencing on the first anniversary of the grant date. The Options
will have a five year term and an exercise price equal to the closing price of
Cantel’s common stock on the date of grant (or, if not a business day, the
first business day immediately preceding the date of grant).  The RSAs and Options will have such other
terms and conditions as are set forth in Cantel’s standard agreements for RSAs
and Options. In the event of a termination of Employee’s employment (i) by
the Company without cause prior to the expiration of the Employment Period, (ii) by
Employee for “Good Reason” under Section 4.4, or (iii) due to the
Company’s failure to offer Employee into a new employment agreement with
Employee upon expiration of the Employment Period (with compensation terms at
least as favorable to Employee as under the terms of this Agreement), prior to the
full vesting of all of the Options and RSAs granted to Employee on or after May 23,
2008 (i.e., the Options becoming exercisable in their entirety and the RSAs
ceasing to have any risks of forfeiture), then, all of such Options and RSAs
shall automatically vest in full on the termination date of employment.


 


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3.5           Other Benefits.


 


3.5.1        During
the Employment Period, Employee shall be entitled to participate in all health,
insurance and other benefit plans applicable generally to executive officers of
the Company and (to the extent practicable) affiliates of the Company on the
same basis as such officers, which benefits shall be at least as favorable as
those in effect immediately prior to the Acquisition.


 


3.5.2        During
the Employment Period, the Company shall pay Employee an automobile allowance
of $750 a month.  Employee shall be
entitled to receive reimbursement for reasonable out-of-pocket expenses related
to the automobile, including, without limitation, cost of gas, oil, insurance
and other costs incurred by Employee in operating and maintaining the
automobile (exclusive of tolls (including tolls paid to commute to/from the
Company’s Hauppauge office), other than for business related travel).  Employee will be responsible for keeping
appropriate records regarding the use of said automobile, as instructed by Cantel
or its accountants.


 


3.5.3        During the Employment Period, Employee will be entitled to five (5) weeks’
paid vacations and holidays consistent with the Company’s policy applicable to
executives generally.  All vacations
shall be scheduled at the mutual convenience of the Company and Employee and
shall in no event exceed two consecutive weeks without the prior approval of
the President of Cantel.


 


3.5.4        The
Company will reimburse Employee for reasonable out-of-pocket expenses incurred
in furtherance of the business of the Company (consistent with Cantel’s expense
reimbursement policy in effect from time to time), including without
limitation, entertainment, professional dues and similar items, upon the
presentation of appropriate receipts or vouchers therefor, consistent with Cantel’s
policy applicable to executives generally.


 


3.5.5        Employee
will be entitled to such additional increases in Base Salary, bonuses, equity
compensation and other benefits as may be determined from time to time by the
Compensation Committee of the Board of Directors of the Company, in its sole
discretion, in consultation with the President of the Company.


 


4.             Termination of Employment.  The
provisions of Section 1 of this Agreement notwithstanding, this Agreement
and Employee’s employment hereunder may be terminated in the manner and for the
causes hereinafter set forth, in which event the Company shall be under no
further obligation to Employee under this Agreement other than as specifically
provided herein:


 


4.1.          If
Employee is absent from work or otherwise substantially unable to assume his
normal duties for a period of sixty (60) successive business days or an
aggregate of ninety (90) business days during any consecutive twelve-month
period during the Employment Period because of physical or mental disability,
accident, illness, or any other cause other than 


 


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vacation or approved leave of absence, the
Company may thereupon, or any time thereafter while such absence or disability
still exists, terminate the employment of Employee hereunder upon ten (10) days’
written notice to Employee.  For purposes
of this Agreement, “disability” shall have the same meaning as set forth in the
Company’s disability policy for Employee or, if none exists, Employee shall be
deemed disabled if he has been unable to perform his duties for the time
periods set forth above, all as determined in good faith by a physician
mutually selected by the Company and Employee.


 


4.2.          In
the event of the death of Employee, this Agreement shall immediately terminate.


 


4.3.          If
Employee (a) willfully discloses in a manner inconsistent with his duties
hereunder material trade secrets or other material confidential information
related to the business of the Company or otherwise willfully violates a
covenant set forth in Section 5 hereof; (b) willfully fails or
refuses to carry out the business of the Company as lawfully directed or to
substantially perform his duties with the Company after written demand for
substantial performance is delivered to Employee by the President of Cantel,
which demand specifically identifies the manner in which such officer believes
that Employee has refused to carry out the Company’s business or not
substantially performed his duties and which performance is not substantially
corrected by Employee within thirty (30) days of receipt of such demand; (c) is
convicted of, or shall have plead guilty or nolo  contendere to, a
felony or commits an act of dishonesty or moral turpitude, in the reasonable
judgment of the Board of Directors of Cantel; or (d) abuses alcohol,
prescription drugs or controlled substances in a manner interfering with the
performance of Employee’s duties hereunder, after receipt from the Company of
written notice of such abuse and, with respect to the first such notice only,
failure to cure by Employee within thirty (30) days of such notice (provided,
however, that there shall be no cure period if such abuse is related to or
associated with an act of violence or injury to person or property), then the
Company may, in addition to other rights and remedies available at law or
equity, immediately terminate this Agreement upon written notice to Employee,
with the “termination date” being the later of (i) the date of any such
Company notice; or (ii) the expiration date of any relevant cure period.  Termination of Employee’s employment pursuant
to the terms of this Section 4.3 shall be deemed for “cause.”


 


4.4           Employee
may terminate this Agreement upon written notice to the Company given within
thirty (30) days following the occurrence of an event constituting “Good Reason”
as defined below (or within such other period as may be set forth below). For
purposes hereof, “Good Reason” shall mean, without Employee’s express written
consent, the occurrence of any one or more of the following:


 


(i)           the assignment to Employee of duties of a substantial nature and on a
continuous or regular basis that are materially inconsistent with the duties of
Employee, other than an assignment that is withdrawn by the Company within ten (10)
days of its receipt of written notice thereof provided by Employee, or his
representative; or


 


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(ii)           the
Company requiring Employee to be based at a location which is at least fifteen
(15) miles further from Employee’s principal place of employment in effect as
of the date hereof without Employee’s consent; or


 


(iii)          a
material breach of the Agreement by the Company including, without limitation,
a reduction in Employee’s Base Salary, and failure by the Company to
cure such breach within thirty (30) days following receipt of such notice; or


 


(iv)          the occurrence of a
“Change of Control” (as defined below); provided, however, that Employee may
terminate his employment in
connection with a Change of Control only if he gives not less than thirty (30)
days’ written notice of termination to the Company and such notice is given not
more than ninety (90) days following the occurrence of a Change of
Control.  “Change in Control” as used
herein shall mean (1) the sale by Cantel of more than 50% of its ownership
interest in the Company, (2) the sale by the Company of all or
substantially all of its assets, or (3) the sale of the Company by Cantel
through a merger, consolidation or other transaction whereby the Company is no
longer a direct or indirect subsidiary of Cantel, provided in each such case
that neither Employee nor an affiliate of Employee is directly or indirectly
the party acquiring the Company (or its assets).


 


4.5           In
the event Employee’s employment shall be terminated by reason of the provisions
of Section 4.1, 4.2 or 4.3, then in such event, the Company shall have no
further obligation under this Agreement to make any payments to Employee or to
bestow any benefits on Employee after the termination date, other than payments
and benefits accrued and due and payable to Employee prior to the termination
date.


 


4.6           In
the event Employee’s employment hereunder is terminated by the Company without
cause (i.e., for a reason outside the scope of Section 4.1, 4.2 and 4.3),
then, in addition to payments and benefits accrued and due and payable to
Employee prior to the termination date, the Company shall (A) continue
payments to Employee of his Base Salary through (i) the end of the
Employment Period or (ii) the end of the twelve month period following the
termination date, whichever is longer, payable in equal installments according
to the Company’s normal payroll schedule, and (B) pay to the Employee or
his representatives for the three months following any such termination an
amount equal to the monthly amount being paid by the Company at the time of
termination to insure Employee and his spouse and/or dependents under any
medical or dental health insurance plans then being maintained by the
Company.  Subject to Section 3.4, the
foregoing shall be Employee’s exclusive right and remedy against the Company
for compensation or severance under this Agreement in the event of such
termination.


 


4.7           If employee remains an employee of the Company through July 31, 2010
and (i) the Company does not offer to enter into a new employment
agreement with Employee upon the expiration of the Employment Period (with
compensation terms at least as favorable to Employee as under the terms of this
Agreement) and (ii) Employee’s employment with the Company terminates upon
expiration of the Employment Period or is terminated by the Company or Employee
during the first three months thereafter (if Employee continues his employment
without an employment agreement) for any reason whatsoever, other than 


 


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termination by the Company
for “cause” (as defined in Section 4.3), then Employee shall be entitled,
as severance, to continue receiving his Base Salary in effect at the time of
termination (which shall not be lower than the Base Salary in effect at the
time of the expiration of the Employment Period) for a period of nine months
following the date of termination, payable in equal installments according to
the Company’s normal payroll schedule.


 


4.8           Code Section 409A Compliance.      Notwithstanding
anything herein to the contrary, if any of the severance payments described in
this Section 4 are subject to the requirements of Code Section 409A
and the Company determines that Employee is a “specified employee” as defined
in Code Section 409A as of the date of termination, then, to the extent
required by Code Section 409A, such payments shall not be paid or commence
earlier than the first day of the seventh month following the date of
termination.


 


5.             Disclosure of Confidential
Information, Assignment of Inventions, and Covenants Not to Compete.


 


The term “Company,” for purposes of this Section 5
only shall be deemed to include the Company, Cantel and all current and future
subsidiaries (direct and indirect) of Cantel, except where the context
suggests, or it is expressly stated, otherwise.


 


5.1.          Confidential
Information.  Employee acknowledges that the Company
possesses confidential information, know-how, customer lists, manufacturing,
purchasing, merchandising and selling techniques and strategies, and other
information used in its operations of which Employee has or will obtain
knowledge, and that the Company will suffer serious and irreparable damages and
harm if this confidential information were disclosed to any other party or if
Employee used this information to compete against the Company.  Accordingly, Employee hereby agrees that
except as required by Employee’s duties to the Company, Employee, without the
consent of the President or Executive Vice President of Cantel, shall not at
any time during or after the Employment Period disclose or use any secret or
confidential information of the Company, including, without limitation, such
business opportunities, customer lists, trade secrets, formulas, techniques and
methods of which Employee currently has knowledge (whether learned by him as a
director, officer, employee or shareholder of the Company or otherwise) or
which he shall become informed during his employment hereunder, whether learned
by him as an employee of the Company, as a member of its Board of Directors or
otherwise, and whether or not developed by Employee, unless legally required to
do so or such information shall be or becomes public knowledge other than as a
result of Employee’s direct or indirect disclosure of the same.


 


5.2.          Patent
and Related Matters.


 


5.2.1.       Inventions. 
Employee will promptly disclose in writing to the Company complete
information concerning each and every invention, discovery, improvement and
idea (whether or not shown or described in writing or reduced to practice), and
device, design, apparatus, process, and work of authorship, whether or not
patentable, copyrightable or registerable, which is made, developed, perfected,
devised, conceived or first reduced to practice by Employee, either solely or in
collaboration with others, during the Employment 


 


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Period, whether or not during regular working
hours (hereinafter collectively referred to as the “Inventions”).  Employee, to the extent that he has the legal
right to do so, hereby acknowledges that any and all of the Inventions are
property of the Company and hereby assigns and agrees to assign to the Company
any and all of Employee’s right, title and interest in and to any and all of
the Inventions.


 


5.2.2.       Limitation.  It
is further agreed, and Employee is hereby notified, that the above agreement to
assign the Inventions to the Company does not apply to an Invention for which
no equipment, supplies, facility or confidential information of the Company was
used and which was developed entirely on Employee’s own time, and


 


(i)            which does not relate (a) directly to
the business of the Company or (b) to the Company’s actual or demonstrably
anticipated research or development, or


 


(ii)           which does not result from any work performed
by Employee for the Company.


 


5.2.3.       Assistance.  Upon
request and without further compensation therefor, but at no expense to
Employee, and whether during the Employment Period or thereafter, Employee will
do all lawful acts, including, but not limited to, the execution of documents
and instruments and the giving of testimony, that in the reasonable opinion of
the Company, its successors and assigns, may be necessary or desirable in
obtaining, sustaining, reissuing, extending or enforcing United States and
foreign copyrights and Letters Patent, including, but not limited to, design
patents, on any and all of the Inventions, and for perfecting, affirming and
recording the Company’s complete ownership and title thereto, and to reasonably
cooperate otherwise in all proceedings and matters relating thereto.


 


5.2.4.       Records. 
Employee will keep complete, accurate and authentic accounts, notes,
data and records of all the Inventions in the manner and form requested by the
Company.  Such accounts, notes, data and
records shall be the property of the Company, and upon its request, Employee
will promptly surrender the same to it.


 


Upon the termination of his employment hereunder,
Employee agrees to deliver promptly to the Company all records, manuals, books,
blank forms, documents, letters, memoranda, notes, notebooks, reports, data,
tables, accounts, calculations and copies thereof, which are the property of
the Company or which relate in any way to proposed acquisition transactions
(including property of the proposed target companies) or the business,
products, practices or techniques of the Company, and all other property (e.g.,
computers and related equipment), trade secrets and confidential information of
the Company, including, but not limited to, all documents which in whole or in
part contain any trade secrets or confidential information of the Company (or a
supplier, customer, other business relation of the Company) or a proposed
target company in an acquisition transaction, which in any of these cases are
in his possession or under his control.


 


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5.3.          Non-Compete. 
Employee agrees that in addition to the non-competition restrictions set
forth in the Purchase Agreement between Employee and Cantel dated as of July 1,
2005 that are binding on Employee in his capacity as a selling shareholder
thereunder, during the Employment Period and for a period of two-years
following the termination of Employee’s employment hereunder (the “Non-Complete/Non-Interference
Period”), Employee will not, directly or indirectly, alone or with others,
individually or through or by a corporate or other business entity in which he
may be interested as a partner, shareholder, joint venturer, officer, director,
employee or otherwise, own, manage, control, participate in, lend his name to,
or render services to or for any business within the United States or Canada
that is competitive with that of the Company, provided, however, that the
foregoing shall not be deemed to prevent the ownership by Employee of up to
three (3%) percent of any class of securities of any corporation which is
regularly traded on any stock exchange or over-the-counter market.  Notwithstanding the definition of “Company”
in the first paragraph of Section 5, for the purpose of this Agreement, a
business activity competitive with the business of the Company shall include
only the design, manufacture, marketing, sale, distribution or service of any
of the following products:  (i) products
designed, manufactured, marketed, sold, distributed or serviced by Crosstex or
any subsidiary of Crosstex at any time during the Employment Period and (ii) any
other product or product manufactured, marketed, sold, distributed or serviced
by a Company other than Crosstex during the Employment Period where either (a) Employee
has management or supervisory responsibility related thereto, or (b) such
product is paper, plastic, or plastic derivative product manufactured or sold
by Saf-T-Pak, or (c) such product is sold principally to the dental
industry.


 


5.4.          Non-interference. 
Employee further agrees that during the Non-Compete/Non-Interference
Period, he will not without prior written consent of the President of Cantel (i) induce
or attempt to induce any other employee of the Company to leave the employ of
the Company, or in any way interfere with the relationship between the Company
and any other employee, or (ii) induce or attempt to induce any customer,
supplier, distributor or other business relation of the Company to cease doing
business with the Company, or in any way interfere with the relationship
between any customer, supplier, distributor, or other business relation and the
Company.


 


5.5.          Enforcement. 
Employee agrees that the remedy at law for any breach of the covenants
contained in Article 5 of this Agreement would be difficult to ascertain
and therefore, in the event of breach or threatened breach of any such
covenants, the Company, in addition to any other remedy, shall each have the
right to enjoin Employee from any threatened or actual activities in violation
thereof and Employee hereby consents and agrees that temporary and permanent
injunctive relief may be granted in any proceedings that may be brought to
enforce any such covenants without the necessity of proof of actual
damages.  If any portion of the
restrictions set forth in Article 5 of this Agreement should, for any
reason whatsoever, be declared invalid by a court of competent jurisdiction,
the validity or enforceability of the remainder of such restrictions shall not
thereby be adversely affected.  Employee
declares that the territorial and time limitations set forth, as well as the
scope of the restrictions, in Sections 5.3 and 5.4 above are reasonable and
properly required for the adequate protection of the Company.  In the event any such territorial or time
limitation or scope of restriction is deemed to be unreasonable by a court of
competent jurisdiction, the parties agree to the reduction of the 


 


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territorial or time limitation or scope of
restriction to the area or period or scope that such court shall deem
reasonable.


 


6.             Indemnification.  The
Company undertakes, to the extent permitted by law, to indemnify and hold
Employee harmless from and against all claims, damages, losses and expenses,
including reasonable attorneys’ fees and disbursements, arising out of the
performance by Employee of his duties pursuant to this Agreement, in
furtherance of the Company’s business and within the scope of his employment
pursuant to the terms of, and to the maximum extent permissible under, the
indemnification provision of Cantel’s by-laws.


 


7.             Miscellaneous Provisions.


 


7.1.          Section headings
are for convenience only and shall not be deemed to govern, limit, modify or
supersede the provisions of this Agreement.


 


7.2.          This
Agreement is entered into in the State of New York and shall be governed
pursuant to the law of the State of New York. 
If any provision of this Agreement shall be held by a court of competent
jurisdiction to be invalid, illegal or unenforceable, the remaining provisions
hereof shall continue to be fully effective. 
The party prevailing in any dispute in connection with this Agreement
shall be entitled to be reimbursed for its reasonable counsel fees and expenses
from the party not prevailing.


 


7.3.          This
Agreement contains the entire agreement of the parties regarding this subject
matter.  There are no contemporaneous
oral agreements, and all prior understandings, agreements, negotiations and representations
are merged herein.


 


7.4.          This
Agreement may be modified only by means of a writing signed by the party to be
charged with such modification. 
Notwithstanding anything in this Agreement to the contrary, the Company
expressly reserves the right to amend this Agreement, with Employee’s consent,
to the extent necessary to comply with Code Section 409A, as it may be
amended from time to time, and the regulations, notices and other guidance of
general applicability issued thereunder.


 


7.5.          Notices
or other communications required or permitted to be given hereunder shall be in
writing and shall be deemed duly given upon receipt by the party to whom sent
at the respective addresses set forth below or to such other address as any
party shall hereafter designate to the other in writing delivered in accordance
herewith:


 


If to the Company:


 


Crosstex International, Inc.


c/o Cantel Medical Corp.


150 Clove Road


Little Falls, NJ 
07424


United States


Attention: General Counsel


 


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If to Employee:


 


Gary Steinberg


6
Cypress Drive


Woodbury, New York 11797


 


7.6.          This
Agreement shall inure to the benefit of, and shall be binding upon, the
Company, its successors and assigns, including, without limitation, any entity
that may acquire all or substantially all of the Company’s assets and business
or into which the Company may be consolidated or merged.  This Agreement may not be assigned by
Employee.


 


7.7.          This
Agreement may be executed in separate counterparts, including via facsimile,
each of which shall constitute the original hereof.


 


7.8.          The
execution and delivery of this Agreement by the Company has been authorized and
approved by all requisite corporate action.


 


7.9.          Employee
acknowledges and agrees that, other than this Agreement, any and all employment
agreements, consulting agreements, severance agreements, change of control
agreements, or similar agreements under which he (or any entity in which he
controls or is a beneficial owner) and the Company are parties, are hereby
terminated effective immediately and null and void without any further
obligation or liability by or to either party.


 


IN
WITNESS WHEREOF, the
parties have set their hands as of the date first above written.


 


	
   

  	
  CROSSTEX INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mitchell
  Steinberg

  
	
   

  	
  Name: Mitchell Steinberg

  
	
   

  	
  Title:  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Gary Steinberg

  
	
   

  	
  GARY STEINBERG

  



 


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