Amended and Restated Adoption Agreement



 Exhibit 10.2 
 AMENDED AND RESTATED ADOPTION AGREEMENT 
 THIS AMENDED AND RESTATED ADOPTION AGREEMENT is adopted by STERIS Corporation (the “Employer”) in connection with the STERIS Corporation Deferred Compensation Plan, as amended from time to
time. 
 W I T N E S S E T H: 
 WHEREAS, the Employer adopted the Plan as an unfunded, nonqualified deferred compensation plan through its execution of an Adoption Agreement effective
September 1, 2006; and 
 WHEREAS, the Employer desires to amend the provisions of the Adoption Agreement to comply with the
requirements of Section 409A of the Code and the regulations thereunder and to make certain technical changes; 
 NOW, THEREFORE, the
Employer hereby amends and restates the Adoption Agreement effective September 1, 2006 so that the Adoption Agreement provides as follows: 
 ARTICLE I 
 Terms used in this Adoption Agreement shall have the same meaning as in the Plan, unless some other
meaning is expressly herein set forth. The Employer hereby represents and warrants that the Plan has been adopted by the Employer upon proper authorization and the Employer hereby elects to adopt the Plan for the benefit of its Participants as
referred to in the Plan. By the execution of this Adoption Agreement, the Employer hereby agrees to be bound by the terms of the Plan. 
 ARTICLE II 
 The Employer hereby makes the following designations or elections for the purpose of the Plan:

 2.6 Committee: The duties of the Committee set forth in the Plan shall be satisfied by and the term “Committee” shall
mean: 
  

					
		  	(a)	  	The administrative committee of at least three individuals appointed by the Board to serve at the pleasure of the Board.
			
		  	(b)	  	Employer.
			
	 XX
	  	(c)	  	Other (specify): The Oversight Committee for the STERIS Corporation 401(k) Plan (“Oversight Committee”) or, in the case of any determinations or actions specific to a Participant who
is an officer (as defined in Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934 or in any successor to such Rule), the Compensation and Corporate Governance Committee of the Board of Directors of STERIS or such Board of Directors.
Any actions or determinations which the Oversight Committee is authorized to take or make may be taken or made by the Compensation and Corporate Governance Committee. Any actions or determinations which the Compensation and Corporate Governance
Committee is authorized to take or make may be taken or made by the Board of Directors of STERIS.

 2.7 Compensation: The “Compensation” of a Participant shall mean all of a
Participant’s: 
  

					
		  	(a)	  	Base salary.
			
	XX	  	(b)	  	Service Bonus.
			
	 XX
	  	(c)	  	Performance-Based Compensation earned in a period of 12 months or more.
			
	 XX
	  	(d)	  	Commissions.
			
		  	(e)	  	Compensation received as an Independent Contractor reportable on Form 1099.

  

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	 XX
	  	(f)	  	Other: Base salary, before giving effect to contributions made by the Participant through a salary reduction agreement with an Employer to a Code Section 401(k), 403(b), 408(k),
408(p) or 457 deferred compensation arrangement or an executive nonqualified deferred compensation arrangement, including the Plan, and before giving effect to amounts contributed to fringe benefits by the Participant under a Code Section 125
plan.

 2.8 Crediting Date: The Deferred Compensation Account of a Participant shall be credited
with the amount of any Participant Deferral to such account at the time designated below: 
  

					
		  	(a)	  	The last business day of each Plan Year.
			
		  	(b)	  	The last business day of each calendar quarter during the Plan Year.
			
		  	(c)	  	The last business day of each month during the Plan Year.
			
		  	(d)	  	The last business day of each payroll period during the Plan Year.
			
		  	(e)	  	Each pay day as reported by the Employer.
			
		  	(f)	  	Any business day on which the Participant Deferral is received by the
			
		  		  	Provider.
			
	 XX
	  	(g)	  	Other: Any business day on which the Participant Deferral is received by Principal Life Insurance Company.

 2.12 Effective Date: 
  

					
	 XX
	  	(a)	  	This is a newly-established Plan, and the Effective Date of the Plan is September 1, 2006.
			
		  	(b)	  	This is an amendment and restatement of a plan named
			
		  		  	                     with an effective date of

             .

			
		  		  	The Effective Date of this amended and restated Plan is             .
			
		  		  	This is amendment number             .

 2.18 Normal Retirement Age: The Normal Retirement Age of a Participant shall be:

  

					
	 XX
	  	(a)	  	Age 65.
			
		  	(b)	  	The later of age             or the             anniversary of the
participation commencement date. The participation commencement date is the first day of the first Plan Year in which the Participant commenced participation in the Plan.
			
		  	(c)	  	Other:                     .

 2.22 Participating Employer(s): As of the Effective Date, the following entities are
designated by STERIS Corporation as Participating Employer(s) under the Plan, all with the same address and telephone number set forth below: 
  

							
	 Name of Employer
	  	 Address
	  	 Telephone No.
	  	 EIN

	 STERIS Corporation
	  	5960 Heisley Road	  	(440) 354-2600	  	34-1482024
		  	Mentor, OH 44060	  		  	

  

			
	 Name of Employer
	  	EIN
	 American Sterilizer Company
	  	25-0320960
	 SterilTek, Inc.
	  	94-3350306
	 Isomedix Operations Inc.
	  	22-2773397
	 STERIS, Inc.
	  	91-1904549
	 Strategic Technology Enterprises, Inc.
	  	01-0694100
	 STERIS Isomedix Services, Inc.
	  	20-2091512
	 STERIS Personnel Services, Inc.
	  	20-5763617

  

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 2.24 Plan: The name of the Plan as applied to the Employer is 
 STERIS CORPORATION DEFERRED COMPENSATION PLAN 
 2.25 Plan Administrator: The Plan Administrator shall be: 
  

					
		  	(a)	  	Committee.
			
		  	(b)	  	Employer.
			
	 XX
	  	(c)	  	Other: STERIS Corporation.

 2.27 Plan Year: The Plan Year shall end each year on the last day of the month of December.

 2.35 Trust: 
  

					
	 XX
	  	(a)	  	The Employer does desire to establish a “rabbi” trust for the purpose of setting aside assets of the Employer contributed thereto for the payment of benefits under the
Plan.
			
		  	(b)	  	The Employer does not desire to establish a “rabbi” trust for the purpose of setting aside assets of the Employer contributed thereto for the payment of benefits under the Plan.

			
		  	(c)	  	The Employer desires to establish a “rabbi” trust for the purpose of setting aside assets of the Employer contributed thereto for the payment of benefits under the Plan upon the
occurrence of a Change in Control.

 4.1 Participant Deferral Credits: Subject to the limitations in Section 4.1 of the
Plan, a Participant may elect to have his Compensation (as selected in Section 2.7 of this Adoption Agreement) deferred within the annual limits below by the following percentage or amount as designated in writing to the Committee: 

 

					
	 XX
	  	(a)	  	Base salary, as defined in Section 2.7(f):
			
		  		  	 maximum deferral: $             or 25%

			
	 XX
	  	(b)	  	Service Bonus:
			
		  		  	 maximum deferral: $             or 100%

			
	 XX
	  	(c)	  	Performance-Based Compensation:
			
		  		  	 maximum deferral: $             or 100%

			
	XX	  	(d)	  	Other: Commissions.
			
		  		  	 maximum deferral: $             or 100%

			
		  	(e)	  	Participant deferrals not allowed.

 4.2 Employer Credits: The Employer will make Employer Credits in the following manner:

  

					
		  	(a)	  	Employer Discretionary Credits: The Employer may make discretionary credits to the Deferred Compensation Account of each Participant in an amount determined as follows:
			
		  		  	(i)      An amount determined each Plan Year by the Employer.
			
		  		  	(ii)      Other:             .
			
		  	(b)	  	Employer Profit Sharing Credits: The Employer may make profit sharing credits to the Deferred Compensation Account of each Active Participant in an amount determined as
follows:
			
		  		  	(i)      An amount determined each Plan Year by the Employer.
			
		  		  	(ii)      Other:             .
			
	 XX
	  	(c)	  	Other: The Employer may make discretionary credits to the Deferred Compensation Accounts of such Participants as determined by the Compensation and Corporate Governance Committee
of the Board of Directors of STERIS or such Board of Directors, which may be made to all or less than all the Participants.
			
		  	(d)	  	Employer Credits not allowed.

  

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 5.3 Death of a Participant: If the Participant dies while in Service, the Employer shall pay a
benefit to the Beneficiary in an amount equal to the vested balance in the Deferred Compensation Account of the Participant determined as of the date payments to the Beneficiary commence, plus: 
  

					
		  	(a)	  	An amount to be determined by the Committee.
			
		  	(b)	  	Other:             .
			
	 XX
	  	(c)	  	No additional benefits.

 5.4 In-Service Distributions: In-service distributions are permitted under the Plan:

  

					
	 XX
	  	(a)	  	Yes, with respect to:
			
		  		  	            Participant Deferral Credits only.
			
		  		  	            Employer Credits only.
			
		  		  	XX       Participant Deferral and Employer Credits.
			
		  		  	In-service distributions may be made in the following manner:
			
		  		  	XX        Single lump sum payment.
			
		  		  	XX        Annual installment payments over no more than 10 years.
			
		  		  	If applicable, amounts not vested at the specified time of distribution will be:
			
		  		  	            Forfeited
			
		  		  	            Distributed annually when vested
			
		  	(b)	  	No in-service distributions permitted.

 5.5 Education Distributions: Education accounts are permitted under the Plan: 

 

					
		  	(a)	  	Yes, with respect to:
			
		  		  	            Participant Deferral Credits only.
			
		  		  	            Employer Credits only.
			
		  		  	            Participant Deferral and Employer Credits.
			
		  		  	Education distributions may be made in the following manner:
			
		  		  	            Single lump sum payment.
			
		  		  	            Annual installment payments over no more than
            years.
			
		  		  	If applicable, amounts not vested at the specified time of distribution will be:
			
		  		  	            Forfeited
			
		  		  	            Distributed annually when vested
			
	 XX
	  	(b)	  	No education distributions permitted.

 5.6 Change in Control: Participant may elect to receive distributions under the Plan upon a
Change in Control: 
  

					
	 XX
	  	(a)	  	Yes, Participants may elect upon initial enrollment to have accounts distributed upon a Change in Control.
			
		  	(b)	  	Participants may not elect to have accounts distributed upon a Change in Control.

  

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 6.1 Payment Options: Any benefit payable under the Plan upon a Qualifying Distribution Event may
be made to the Participant or his Beneficiary (as applicable) in any of the following payment forms, as selected by the Participant in the Participant Deferral Agreement: 
  

							
	 1.
	  	Separation from Service other than Retirement or Death
				
		  	 XX
	  	(a)	  	A lump sum in cash upon the date of the Qualifying Distribution Event.
				
		  		  	(b)	  	Approximately equal annual installments over a term certain as elected by the Participant not to exceed
            years.
				
		  		  	(c)	  	Other:             .
		
	 2.
	  	Separation from Service due to Retirement
				
		  	 XX
	  	(a)	  	A lump sum in cash upon the date of the Qualifying Distribution Event.
				
		  	 XX
	  	(b)	  	Approximately equal annual installments over a term certain as elected by the Participant not to exceed 10 years.
				
		  		  	(c)	  	Other:             .
				
	 3.
	  	Death	  		  	
				
		  	 XX
	  	(a)	  	A lump sum in cash upon the date of the Qualifying Distribution Event.
				
		  		  	(b)	  	Approximately equal annual installments over a term certain as elected by the Participant not to exceed
            years.
				
		  		  	(c)	  	Other:             .
				
	 4.
	  	Disability	  		  	
				
		  	 XX
	  	(a)	  	A lump sum in cash upon the date of the Qualifying Distribution Event.
				
		  	 XX
	  	(b)	  	Approximately equal annual installments over a term certain as elected by the Participant not to exceed 10 years.
				
		  		  	(c)	  	Other:             .
		
	 5.
	  	Change in Control
				
		  	XX	  	(a)	  	A lump sum in cash upon the date of the Qualifying Distribution Event.
				
		  	XX	  	(b)	  	Approximately equal annual installments over a term certain as elected by the Participant not to exceed 10 years.
				
		  		  	(c)	  	Other:             .
				
		  		  	(d)	  	Not applicable (if not permitted in 5.6)

 6.2 De Minimis Amounts. Notwithstanding any payment election made by the Participant, the
vested balance in the Deferred Compensation Account of the Participant will be distributed in a single lump sum payment if the payment accompanies the termination of the Participant’s entire interest in the Plan and the amount of such payment
does not exceed $50,000. 
 7. Vesting: An Active Participant shall be fully vested in the Employer Credits made to the
Deferred Compensation Account upon the first to occur of the following events: 
  

											
		  	(a)	  	Normal Retirement Age.
			
		  	(b)	  	Death.
			
		  	(c)	  	Disability.
			
		  	(d)	  	Change in Control
			
		  	(e)	  	Other:             .

  

 5 









											
			
	 XX
	  	(f)	  	Satisfaction of the vesting requirement specified below:
			
		  		  	Employer Discretionary Credits:
						
		  		  		  	(i)	  	Immediate 100% vesting.	  	
						
		  		  		  	(ii)	  	100% vesting after Years of Service.	  	
						
		  		  		  	(iii)	  	100% vesting at age             .	  	
						
	 	  	 	  	 	  	(iv)	  	 Number of Years
 of Service
	  	 Vested
 Percentage

						
		  		  		  		  	Less than 1	  	    %
						
		  		  		  		  	1	  	    %
						
		  		  		  		  	2	  	    %
						
		  		  		  		  	3	  	    %
						
		  		  		  		  	4	  	    %
						
		  		  		  		  	5	  	    %
						
		  		  		  		  	6	  	    %
						
		  		  		  		  	7	  	    %
						
		  		  		  		  	8	  	    %
						
		  		  		  		  	9	  	    %
						
		  		  		  		  	10 or more	  	    %
			
		  		  	For this purpose, Years of Service of a Participant shall be calculated from the date designated below:
					
		  		  		  	(1)	  	First Day of Service.
					
		  		  		  	(2)	  	Effective Date of the Plan Participation.
					
		  		  		  	(3)	  	Each Crediting Date. Under this option (3), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which each Employer
Discretionary Credit is made to his or her Deferred Compensation Account. Notwithstanding the vesting schedule elected above, all Employer Discretionary Credits to the Deferred Compensation Account shall be 100% vested upon the following event(s):
                    .
			
		  		  	Employer Profit Sharing Credits:
						
		  		  		  	(i)	  	Immediate 100% vesting.	  	
						
		  		  		  	(ii)	  	100% vesting after Years of Service.	  	
						
		  		  		  	(iii)	  	100% vesting at age                     .	  	

  

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	 	  	 	  	 	  	(iv)	  	 Number of Years
 of Service
	  	 Vested
 Percentage

						
		  		  		  		  	Less than 1	  	    %
						
		  		  		  		  	1	  	    %
						
		  		  		  		  	2	  	    %
						
		  		  		  		  	3	  	    %
						
		  		  		  		  	4	  	    %
						
		  		  		  		  	5	  	    %
						
		  		  		  		  	6	  	    %
						
		  		  		  		  	7	  	    %
						
		  		  		  		  	8	  	    %
						
		  		  		  		  	9	  	    %
						
		  		  		  		  	10 or more	  	    %
			
		  		  	For this purpose, Years of Service of a Participant shall be calculated from the date designated below:
						
		  		  		  	(1)	  	First Day of Service.	  	
						
		  		  		  	(2)	  	Effective Date of the Plan Participation.	  	
					
		  		  		  	(3)	  	Each Crediting Date. Under this option (3), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which each Employer Profit
Sharing Credit is made to his or her Deferred Compensation Account. Notwithstanding the vesting schedule elected above, all Employer Profit Sharing Credits to the Deferred Compensation Account shall be 100% vested upon the following event(s):
                    .
				
		  	XX	  	Other Employer Credits:	  	
						
		  		  	XX	  	(i)	  	Immediate 100% vesting.	  	
						
		  		  		  	(ii)	  	100% vesting after Years of Service.	  	
						
		  		  		  	(iii)	  	100% vesting at age             .	  	
						
	 	  	 	  	 	  	(iv)	  	 Number of Years
 of Service
	  	 Vested
 Percentage

						
		  		  		  		  	Less than 1	  	    %
						
		  		  		  		  	1	  	    %
						
		  		  		  		  	2	  	    %
						
		  		  		  		  	3	  	    %
						
		  		  		  		  	4	  	    %
						
		  		  		  		  	5	  	    %
						
		  		  		  		  	6	  	    %
						
		  		  		  		  	7	  	    %
						
		  		  		  		  	8	  	    %
						
		  		  		  		  	9	  	    %
						
		  		  		  		  	10 or more	  	    %

  

 7 









											
			
		  		  	For this purpose, Years of Service of a Participant shall be calculated from the date designated below:
						
		  		  		  	(1)	  	First Day of Service.	  	
						
		  		  		  	(2)	  	Effective Date of the Plan Participation.	  	
					
		  		  		  	(3)	  	Each Crediting Date. Under this option (3), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which each Employer Credit is
made to his or her Deferred Compensation Account. Notwithstanding the vesting schedule elected above, all other Employer Credits to the Deferred Compensation Account shall be 100% vested upon the following event(s):
            .

 14. Amendment and Termination of Plan: Notwithstanding any provision in this Adoption
Agreement or the Plan to the contrary, Section             of the Plan shall be amended to read as provided in attached Exhibit
            . 
  

			
	XX	  	There are no amendments to the Plan.

 17.9 Construction: The provisions of the Plan and Trust (if any) shall be construed and
enforced according to the laws of the State of OHIO, except to the extent that such laws are superseded by ERISA and the applicable provisions of the Code. 
 IN WITNESS WHEREOF, this Agreement has been executed as of the day and year stated below. 
  

			
	 STERIS CORPORATION

	 Name of Employer

		
	 By:
	 	 /S/    WILLIAM L.
AAMOTH        

	 Authorized Person

		
	 Date:
	 	12/16/08


 NOTE: Execution of this Adoption Agreement creates a legal liability of the Employer with
significant tax consequences to the Employer and Participants. The Employer should obtain legal and tax advice from its professional advisors before adopting the Plan. Principal Life Insurance Company disclaims all liability for the legal and tax
consequences which result from the elections made by the Employer in this Adoption Agreement. 
  

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