Exhibit 10(b)


 


1998
DIRECTORS’ STOCK OPTION PLAN


OF


CANTEL
MEDICAL CORP.


 


(As amended through
March 18, 2010)


 


1.             The Plan. 
The 1998 Directors’ Stock Option Plan (the “Plan”) is intended to
strengthen the ability of Cantel Medical Corp. (the “Corporation”) to attract
and retain the services of persons having the breadth of professional and
business experience who, through their efforts and expertise, can make a
significant contribution to the success of the Corporation’s business by
serving as members of the Corporation’s Board of Directors and to provide
additional incentive for such directors to continue to work for the best
interests of the Corporation and its stockholders through ownership of its
Common Stock, par value $.10 per share (the “Stock”).  Accordingly, the Company will grant to each
director (the “Optionee”) an option (the “Option”) to purchase shares of Stock
on the terms and conditions hereinafter set forth.


 


2.             Stock Subject to the Plan.  Subject to the provisions of Paragraph 11
hereof, the total number of shares of Stock which may be issued pursuant to
Options granted under the Plan shall be 450,000.  Such shares of Stock may be, in whole or in
part, either authorized and unissued shares or treasury shares as the Board of
Directors of the Corporation (the “Board”) shall from time to time
determine.  If an Option shall expire or
terminate for any reason without having been exercised in full, the unpurchased
shares covered thereby shall (unless the Plan shall have been terminated) again
be available for Options under the Plan.


 


3.             Administration of the Plan.  The Plan shall be administered by a committee
(the “Committee”) composed of two or more non-employee members of the
Board.  The Committee shall have plenary
authority, subject to the express provisions of the Plan, to interpret the
Plan, to prescribe, amend and rescind any rules and regulations relating
to the Plan and to take such other action in connection with the Plan as it
deems necessary or advisable; provided, however, that the grant of Options
under the Plan, the exercise price of such Options and the timing and manner in
which such Options become exercisable shall not be subject to discretion by the
Board but shall be governed by the terms of the Plan.  The interpretation and construction by the
Board of any provisions of the Plan or of any Option granted thereunder shall
be final, and no member of the Board shall be liable for any action or
determination made in good faith with respect to the Plan or any Option granted
thereunder.


 


4.             Directors Eligible for Options; Grant of Options.


 


(a)           Each
director of the Corporation, whether or not an employee, shall be eligible for
Options under this Plan.


 


 

















 


(b)           Subject
to Section 12, an Option to purchase 15,000 shares of Stock shall be automatically
granted to each person who is appointed or elected for the first time to be a
director of the Corporation.  Each Option
granted under this subsection (b) shall be exercisable in three equal
annual installments commencing on the date of the grant.  The exercise price of each Option granted
under this subsection (b) shall be the fair market value (as hereinafter
defined) of Stock covered thereby on the date the Option is granted.


 


(c)           Subject
to Section 12, an Option to purchase 1,500 shares of Stock shall be
automatically granted under the Plan each year on the last business day of the
Corporation’s fiscal year, commencing with the fiscal year ending July 31,
2005, to each member of the Corporation’s Board serving as such on said
date.  Each Option granted under this
subsection (c) shall be exercisable as to 50% of the number of shares of
Stock covered thereby on the first anniversary of the grant of such Option and
shall become exercisable for the balance of shares of Stock covered thereby on
the second anniversary of the grant of such Option.  The exercise price of each Option granted
under this subsection (c) shall be the fair market value (as hereinafter
defined) of Stock covered thereby on the date the Option is granted.


 


(d)           Subject
to Section 12, an Option to purchase 750 shares of Stock shall be
automatically granted on the last business day of each fiscal quarter,
commencing with the quarter ending April 30, 2005, to each member of the
Corporation’s Board serving as such on said date provided that the member
attended any regularly scheduled meeting of the Board, if any, which was held
during such quarter (whether in person or by telephonic means).  Notwithstanding the foregoing to the
contrary, neither Messrs. Diker nor Reilly, nor any member of the Board
who is an employee of the Corporation, shall be entitled to receive any
quarterly Option grants in accordance with this subsection (d).  Each Option granted under this subsection (d) shall
be exercisable immediately and the exercise price of each such Option shall be
the fair market value (as hereinafter defined) of the Stock covered thereby on
the date the Option is granted (the “Determination Date”).


 


(e)           For
purposes of this Plan, the fair market value shall be:


 


(i)            if
the Stock is listed on a securities exchange, the closing price of the Stock on
the largest principal securities exchange on the Determination Date, or, if
there shall have been no sales on any such exchange on such Determination Date,
the mean of the highest bid and lowest asked prices on such securities exchange
on such Determination Date; or


 


(ii)           if
the Stock is not listed on a securities exchange, the closing price of the
Stock on the National Market System of the National Association of Securities
Dealers, Inc., Automated Quotation System (“NASDAQ”), or, if there shall
have been no sales on such Determination Date on the NASDAQ National Market
System, such closing price on the first date prior to the Determination Date
that there was a sale on the NASDAQ Market system; or


 


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(iii)          if
the Common Stock is not listed on a securities exchange or the NASDAQ National
Market System, the mean of the highest bid and lowest asked prices of the Stock
on the Determination Date as quoted in the NASDAQ System; or


 


(iv)          if
the Common Stock is not quoted in the NASDAQ System, the mean of the highest
bid and lowest asked prices of the Stock on the Determination Date in the
over-the-counter market as reported by the National Quotation Bureau,
Incorporated, or any similar successor organization; provided, however that:


 


(v)           with
respect to shares of Stock delivered to pay the Exercise Price of an Option
under Section 7(a) or the settlement of all or part of an Option
under Section 7(b), the fair market value shall be the most recent closing
price of the Stock on the largest principal securities exchange listing the
Stock immediately prior to the exercise of the Option.


 


5.             Term of Plan.  The Plan shall terminate on, and no Options
shall be granted after, December 1, 2008, provided that the Board may at
any time terminate the Plan prior thereto.


 


6.             Term of Options.  The term of each Option granted under this
Plan before July 31, 2000 shall be for a period of ten years from the date
of granting thereof and the term
of each Option granted under this Plan on or after July 31, 2000 shall be
for a period of five years from the date of granting thereof.


 


7.             Exercise of Options.


 


(a)           An
Option may be exercised from time to time as to any part or all of the Stock to
which the Optionee shall then be entitled, provided, however, that an Option
may not be exercised (a) as to less than 100 shares at any time (or for
the remaining shares then purchasable under the Option, if less than 100
shares), (b) prior to the expiration of at least six months from the date
of grant except in case of the death or disability of the Optionee or as
otherwise approved by the Committee and (c) unless the Optionee shall have
a director of the Corporation from the date of the granting of the Option to
the date of its exercise, except as provided in Paragraph 10.  The exercise price of an Option shall be paid
in full at the time of the exercise of the Option (i) in cash (by wire
transfer or personal, certified or bank check) or (ii) by the transfer to
the Corporation of whole shares of its Stock that are already owned by the
Optionee with a fair market value determined under Section 4(e)(v) equal
to the purchase price of the Stock issuable upon exercise of such Option (or
partly in cash and partly in such Stock); provided, however, that the
Corporation shall not be required to deliver (or make available) shares of
Stock with respect to which an Option is exercised until the Corporation 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 Corporation 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 of Stock
covered


 


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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).   The holder of an Option
shall not have any rights as a stockholder with respect to the Stock issuable
upon exercise of an Option until certificates for such Stock shall have been
delivered to him (or an appropriate book entry registration or electronic
issuance has been made by the transfer agent) after the exercise of the Option.


 


(b)           At
or after the time of grant of an Option, the Board or the Committee may agree
(regardless of the terms set forth in the agreement reflecting such Option
grant) to authorize the settlement of all or part of any Option by delivering
to the Optionee shares of Stock having a fair market value (determined under Section 4(e)(v))
equal to the product of the excess of the fair market value of one share of
Stock (determined under Section 4(e)(v)), over the Option exercise price,
multiplied by the number of shares of Stock with respect to which the Optionee
proposes to exercise the Option.


 


8.             Non-transferability of Options.  An Option shall not be transferable otherwise
than by will or the laws of descent and distribution and is exercisable during
the lifetime of the Optionee only by him.


 


9.             Form of Option.  Each Option granted pursuant to the Plan
shall be evidenced by an agreement (the “Option Agreement”) which shall be in
such form as the Board shall from time to time approve.  The Option Agreement shall comply in all
respects with the terms and conditions of the Plan.


 


10.           Termination of Board Membership.  In the event that an Optionee shall cease
to be a member of the Board (whether by resignation, death or disability or
otherwise), the Options of the Optionee granted pursuant to this Plan shall be
exercisable (to the extent that such Options were exercisable at the time of
termination of Board membership) at any time prior to the expiration of a
period of time not exceeding three months after such termination by the
Optionee (or, in the event such termination resulted from the Optionee’s death,
by the legal representative of the Optionee) and the balance of such Option, if
any, shall be cancelled.


 


11.           Adjustments Upon Changes in Capitalization.  In the event of changes in the
outstanding Stock of the Corporation by reason of stock dividends, split-ups,
recapitalizations, mergers, consolidations, combinations or exchanges of
shares, separations, reorganizations of liquidations, the number and class of
shares available under the Plan, the number and class of shares or the amount
of cash or other assets or securities available upon the exercise of any Option
granted hereunder and the number of shares as to which Options are to be
granted to an Optionee shall be correspondingly adjusted, to the end that the
Optionee’s proportionate interest in the Corporation, any successor thereto or
in the cash, assets or other securities into which shares are converted or
exchanged shall be maintained to the same extent, as near as may be
practicable, as immediately before the occurrence of any such event.  All references in this Plan


 


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to “Stock” from and after the occurrence of such event shall be deemed
for all purposes of the Plan to refer to such other class of shares or
securities issuable upon the exercise of Options granted pursuant hereof.


 


12.           Stockholder And Stock Exchange Approval.  This Plan is subject to, and no Options shall
be exercisable hereunder until after (i) the approval by the holders of a
majority of the Stock of the Corporation voting at a duly held meeting of the
stockholders of the Corporation within twelve months after the date of the
adoption of the Plan by the Board, and (ii) the approval by the New York
Stock Exchange, Inc. of a listing application covering the shares of Stock
covered by this Plan.


 


13.           Amendment of the Plan.  The Board shall have complete power and
authority to modify or amend the Plan (including the form of Option Agreement)
from time to time in such respects as it shall deem advisable; provided,
however, that the Board shall not, without the approval of the votes
represented by a majority of the outstanding Stock of the Corporation present
or represented at a meeting duly held in accordance with the applicable laws of
the Corporation’s jurisdiction of incorporation and entitled to vote at a
meeting of the stockholders or by the written consent of stockholders owning
stock representing a majority of the votes of the Corporation’s outstanding
Stock, (i) increase the maximum number of shares which in the aggregate
are subject to Options under the Plan (except as provided by Paragraph 11, (ii) extend
the term of the Plan or the period during which Options may be granted or
exercised, (iii) reduce the Option exercise price below 100% of the fair
market value of the Stock issuable upon exercise of Options at the time of the
granting thereof, other than to change the manner of determining the fair
market value thereof, (iv) materially increase the benefits accruing to
participants under the Plan, (v) modify the requirements as to eligibility
for participation in the Plan, or (vi) make any other change to the terms
of the plan which would require approval by the stockholders pursuant to the rules and
regulations of the Securities and Exchange Commission or the listing standards
and rules of the securities exchange on which the Stock is listed.  No termination or amendment of the Plan
shall, without the consent of the individual Optionee, adversely affect the
rights of such Optionee under an Option theretofore granted to him or under
such Optionee’s Option Agreement.


 


14.           Taxes. 
The Corporation may make such provisions as it may deem appropriate
for the withholding of any taxes which it determines is required in connection
with any Options granted under the Plan. 
The Corporation may further require notification from the Optionee upon
any disposition of Stock acquired pursuant to the exercise of Options granted
hereunder.


 


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