Exhibit 10(c)


 


1997 EMPLOYEE STOCK OPTION PLAN


OF


CANTEL MEDICAL CORP.


 


(As amended through March 18, 2010)


 


1.             The
Plan.  This 1997 Employee Stock Option
Plan (the “Plan”) is intended to encourage ownership of stock of Cantel Medical
Corp.  (the “Corporation”) by specified
employees of the Corporation and its subsidiaries and to provide additional
incentive for them to promote the success of the business of the Corporation.


 


2.             Stock
Subject to the Plan.  Subject to the
provisions of Paragraph 14 hereof, the total number of shares of Common Stock,
par value $.10 per share, of the Corporation (the “Stock”) which may be issued
pursuant to Incentive Stock Options (“ISOs”), as defined by Section 422 of
the Internal Revenue Code, and non-Incentive Stock Options (“Non-ISOs”) granted
under the Plan (the “Options”) shall be 3,750,000.  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 which shall have plenary authority, in its
discretion, to determine the employees of the Corporation and its subsidiaries
to whom Options shall be granted (“Optionees”), the nature of the Option (i.e.,
whether an ISO or non-ISO), the number of shares to be subject to each Option
(subject to the provisions of Paragraph 2), the option exercise price (the “Exercise
Price”) (subject to the provisions of Paragraph 7), the vesting schedule of
each option and the other terms of each Option. 
The Board 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.  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 by the Committee.


 


4.             Employees
Eligible for Options.  All employees of
the Corporation or its subsidiaries shall be eligible for Options.  In making the determination as to employees
to whom Options shall be granted and as to the number of shares to be covered
by such Options, the Committee shall take into account the duties of the
respective employees, their present and potential contributions to the success
of the Corporation and such other factors as it shall deem relevant in
connection with accomplishing the purpose of the Plan.


 


 

















 


5.             Term
of Plan.  The Plan shall terminate on,
and no Options shall be granted after, October 15, 2007 provided that the
Committee may at any time terminate the Plan prior thereto.


 


6.             Maximum
Option Grant.  With respect to an Option
granted to an individual that is intended to qualify as an ISO, the aggregate
fair market value (determined as of the time the Option is granted) of the
Stock with respect to which such Option and all other ISOs granted to the
individual (whether under this Plan or under any other stock option plan of the
Corporation or any of its subsidiaries) become exercisable for the first time
in any calendar year may not exceed $100,000.


 


7.             Exercise
Price.  Each Option shall state the
Exercise Price, which shall be, in the case of ISOs, not less than 100% of the
fair market value of the Stock on the date of the granting of the Option, nor
less than 110% in the case of an ISO granted to an individual who, at the time
the Option is granted, is a 10% Holder (as hereinafter defined).  The fair market value of shares of Stock
shall be determined by the Board and shall be (i) the closing price of the
Stock on the date of the granting of the Option as reported by the principal
exchange on which the Company’s Stock is traded or any quotation reporting
organization, or (ii) if the Stock did not trade on such date, the closing
price of the Stock on the first day immediately preceding such date on which
the Common Stock traded; provided, however, that with respect to shares of
Stock delivered to pay the Exercise Price of an Option under Section 9(a) or
the settlement of all or part of an Option under Section 9(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.


 


8.             Term
of Options.  The term of each Option
granted under this Plan shall be for a maximum of ten years from the date of
granting thereof, and a maximum of five years in the case of an ISO granted to
a 10% Holder, but may be for a lesser period or be subject to earlier
termination as hereinafter provided.


 


9.             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
been in the continuous employ of the Corporation or its subsidiaries from the
date of the granting of the Option to the date of its exercise, except as provided
in Paragraphs 12 and 13.  The Exercise
Price shall be paid in full at the time of the exercise of an 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 7
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, 


 


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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 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 7)  equal to the product of the excess of the
fair market value of one share of Stock (determined under Section 7), over
the Option exercise price, multiplied by the number of shares of Stock with
respect to which the Optionee proposes to exercise the Option.


 


10.           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 employee only by him or his guardian
or legal representative.


 


11.           Form of
Option.  Each Option granted pursuant to
the Plan shall be evidenced by an agreement (the “Option Agreement”) which
shall clearly identify the status of the Options granted thereunder (i.e., an
ISO or Non-ISO) and which shall be in such form as the Committee shall from
time to time approve.  The Option
Agreement shall comply in all respects with the terms and conditions of the
Plan and may contain such additional provisions, including, without limitation,
restrictions upon the exercise of the Option, as the Committee shall deem
advisable.


 


12.           Termination
of Employment.  In the event that the
employment of an Optionee shall be terminated (otherwise by reason of death),
such Option shall be exercisable (to the extent that such Option was
exercisable at the time of termination of his employment) at any time prior to
the expiration of a period of time not exceeding three months after such
termination, but not more than ten years (five years in the case of an ISO
granted to a 10% Holder) after the date on which such Option shall have been
granted.  Nothing in the Plan or in the
Option Agreement shall confer upon an Optionee any right to be continued as an
employee of the Corporation or its subsidiaries or interfere in any way with
the right of the Corporation or any subsidiary to terminate or otherwise modify
the terms of an Optionee’s employment, provided, however, that a change in an
Optionee’s duties or position shall not affect such Optionee’s Option so long
as such Optionee is still an employee of the Corporation or one of its
subsidiaries.


 


13.           Death
of Optionee.  In the event of the death
of an Optionee, any unexercised portion of such Optionee’s Option shall be
exercisable (to the extent that such Option was exercisable at the time of his
death) at any time prior to the expiration of a period not exceeding three
months after his death but not more than ten years (five years in the case of
an ISO granted to a 10% Holder) after the date on which such Option shall have
been granted and only by such 


 


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person or persons to whom such deceased Optionee’s rights shall pass
under such Optionee’s will or by the laws of descent and distribution.


 


14.           Adjustments
upon Changes in Capitalization.  In the
event of changes in the outstanding Stock of the Corporation by reason of stock
dividends, splitups, recapitalizations, mergers, consolidations, combinations
or exchanges of shares, separations, reorganizations or liquidations, (i) the
maximum number of shares subject to the Plan pursuant to Paragraph 2 shall be
correspondingly adjusted and (ii) the Exercise Price of, and 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, 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 to “Stock” from and after the occurrence of such event
shall be deemed for all purposes of this Plan to refer to such other class of
shares or securities issuable upon the exercise of Options granted pursuant
hereto.


 


15.           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.


 


16.           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 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 14), (ii) extend
the term of the Plan or the period during which Options may be granted or
exercised, (iii) reduce the Exercise Price in the case of ISOs below 100%
(110% in the case of an ISO granted to a 10% Holder) 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) modify the requirements as to eligibility for participation
in the Plan, (v) with respect to options which are ISOs, amend the plan in
any respect which would cause such options to no longer qualify for ISO
treatment pursuant to the Internal Revenue Code, (vi) increase the maximum
number of shares of Stock for which any employee may be granted Options under
the Plan pursuant to Paragraph 6, (vii) materially increase the benefits
accruing to participants under the Plan, or (viii) 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 


 


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Optionee, adversely affect the rights of such Optionee under an Option
theretofore granted to him or under such Optionee’s Option Agreement.


 


17.           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 Optionees upon any disposition of Stock acquired pursuant
to the exercise of Options granted hereunder.


 


18.           Code
References and Definitions.  Whenever
reference is made in this Plan to a section of the Internal Revenue Code, the
reference shall be to said section as it is now in force or as it may hereafter
be amended by any amendment which is applicable to this Plan.  The term “subsidiary” shall have the meaning
given to the term “subsidiary corporation” by Section 424(f) of the
Internal Revenue Code.  The terms “Incentive
Stock Option” and “ISO” shall have the meanings given to them by Section 422
of the Internal Revenue Code.  The term “10%
Holder” shall mean any person who, for purposes of Section 422 of the
Internal Revenue Code, owns more than 10% of the total combined voting power of
all classes of stock of the employer corporation or of any subsidiary
corporation.


 


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