Management Incentive Compensation Plan



 Exhibit 10.2 
  
 STERIS CORPORATION 
  
 Management Incentive Compensation Plan 
  
 (As amended July 28, 2005, effective as of April 1, 2005) 
  

1. Objective. The objective of the Management Incentive Compensation Plan (the “Plan”) is to encourage greater initiative, resourcefulness, teamwork,
efficiency, and achievement of objectives on the part of key employees whose performance and responsibilities directly affect the profits of STERIS Corporation (“STERIS”) and its subsidiaries (collectively, together with STERIS, the
“Company”). 
  
 2. Eligibility. Participation in the Plan will be
limited to those key employees that are selected for participation on an annual basis and will normally include employees at or above the rank of Manager. Key employees selected for participation each year will be notified of their participation and
given the parameters for bonus calculations early in the fiscal year. 
  
 A
participant will be eligible to receive a bonus earned under the Plan for a particular fiscal year if and only if he or she remains in the employ of the Company through the end of that fiscal year and thereafter through the date on which bonuses are
paid for the fiscal year. 
  
 3. Target Bonus. Each participant will be
assigned a percentage target bonus based upon his or her position and level within the Company. The target bonus will range from 5% to 100% of the participant’s base salary. 
  
 4. Financial Goals. Each year the Compensation and Corporate Governance Committee of the Board of Directors of STERIS
(“Committee”) will select a threshold performance target for the Company, the attainment of which will be a prerequisite to the payment of any bonuses under the Plan. In addition, the Committee will select one or more measures of current
year financial performance for the Company as a whole, such as revenue growth, free cash flow, earnings before interest and taxes (EBIT), margins, and net income, to be used as goals for determining the payment of bonuses under the Plan. Each year
the Committee (or its delegatee) may also select one or more measures of financial performance for Company business segments or business units to be used for determining the payment of bonuses under the Plan for participants who are associated with
such segments or units. The Committee (or its delegatee) may also determine that a participant’s bonus eligibility will depend in part on goals for the Company as a whole and in part on goals for one or more business segments or business units.
For each financial goal, the Committee will designate numerical “threshold,” “target,” and “maximum” levels of achievement. The Committee may adjust the threshold, target and maximum levels of achievement if, during the
course of a fiscal year, the Company records a special charge or other conditions occur that the Committee determines should be disregarded, either partially or in their entirety, when calculating the amounts of bonuses to be paid under the Plan.

  
 5. Weighting of Goals. Each year during which the Committee selects
more than one goal to be applicable to any participant or group of participants, the Committee will also specify the weight to be given to each such goal. For example, the Committee might determine to give 75% weight to revenue and 25% weight to
EBIT. 
  
 6. Achievement Percentages. For each goal, a participant will be
eligible to receive a bonus (with respect to that goal) based on Company performance as follows: 
  
 a. If performance is at the threshold level, the bonus will be at 50% of target or, in the case of key employees selected by the Committee, 25% of target.

  
 b. If performance is at the target level, the bonus will be
at 100% of target. 
  
 c. If performance is at or above the
maximum level, the bonus will be at 150% of target or, in the case of key employees selected by the Committee, 175% of target. 







 For performance at any level between these set points, the bonus amount will be interpolated. For example, if performance
is exactly half way between the 100% target and the normal 150% maximum level, the bonus will be at 125% of target. In the case of key employees selected by the Committee, if performance is exactly half way between the 100% target and the175%
maximum level, the bonus will be at 137.5% of target. 
  
 7. Individual
Performance. Upon determination of a participant’s bonus based on Company performance, the participant’s personal performance is considered when determining the final bonus amount. 
  
 8. Calculation of Bonuses. No bonuses will be paid for a fiscal year unless the
performance of the Company is at least equal to the threshold performance target level selected by the Committee for the year. Assuming that the criterion is met, a participant’s bonus will be determined by multiplying his or her target bonus
by the achievement percentages attained during the year, taking into account the weighting of goals, as appropriate. If the threshold level is not attained for any goal, no bonus will be earned with respect to that goal. The bonus earned by any
participant during a fiscal year based on Company and / or business segment or unit performance may range from zero (if performance is below threshold on all goals or in other circumstances) to 150% of target bonus or, in the case of key employees
selected by the Committee, 175% of the target bonus (if performance is at or above maximum on all goals). A participant’s bonus amount may be decreased or eliminated or increased by up to an additional 30% based on personal performance.

  
 9. Payment of Earned Bonuses. Unless the Committee determines to pay
all or any part of bonuses under the Plan earlier or either of Sections 10 and 11 applies, bonuses earned under the Plan will be paid to participants not later than 90 days after the end of the fiscal year in which they are earned. 
  
 10. Midyear Additions and Adjustments. An individual assuming a key position during a
fiscal year may be included in the Plan and be eligible for a pro rata portion of a full year bonus. A participant whose position or level within the Company changes during a fiscal year may be assigned an increased or decreased target bonus for the
year taking into account, on a pro rata basis, the participant’s new position and compensation. 
  
 11. Effect of Changes in Operations. If, during any fiscal year, the operations of the Company are materially altered, whether by an acquisition of substantial additional assets or one or more lines of
business, disposition of substantial existing assets or one or more existing lines of business, merger, consolidation, or similar event, the Committee may, in its sole discretion, adjust the parameters of the Plan for that fiscal year in such a
manner as to preserve to the participants the same relative prospects for earning a bonus under the Plan as would have been the case if the material alteration had not occurred. If the Company disposes of an entire operating division or line of
business during a fiscal year, the Company shall make to each participant, if any, who ceases to be employed by the Company as a result of that disposition, an “Interim Payment” in the same amount, at the same time, and with the same
effect, as if the disposition constituted a Change of Control as defined in Section 11 below. 
  
 12. Effect of a Change of Control. Within five days after the occurrence of the first Change of Control (as defined below) to occur in any fiscal year, the Company shall pay to each participant an interim
lump-sum cash payment (the “Interim Payment”) with respect to his or her participation in the plan. The amount of the Interim Payment shall be equal to the dollar amount of the participant’s target bonus for the entire fiscal year
multiplied by a fraction, the numerator of which is the number of months between the beginning of the fiscal year and the end of the month in which the Change of Control occurs and the denominator of which is 12. The making of the Interim Payment
will not reduce the obligation of the Company to make a final payment under the terms of the Plan, but the amount of any Interim Payment shall be offset against any later payment due under the Plan for the fiscal year in which the Change of Control
occurs. Except as an offset against a final payment as provided in the immediately preceding sentence, the amount of the Interim Payment will not be offset against any amount due to the participant from or on behalf of the Company and a participant
will not in any circumstances be required to refund any portion of the Interim Payment to the Company. 
  

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 For purposes of the Plan, a “Change of Control” shall be deemed to have occurred if at any time
or from time to time while this Agreement is in effect: 
  
 (a)
Any person (other than STERIS, any of its subsidiaries, any employee benefit plan or employee stock ownership plan of STERIS, or any person organized, appointed, or established by STERIS for or pursuant to the terms of any such plan), alone or
together with any of its affiliates, becomes the beneficial owner of 15% or more (but less than 50%) of the Common Shares then outstanding; 
  
 (b) Any person (other than STERIS, any of its subsidiaries, any employee benefit plan or employee stock ownership plan of STERIS, or any person organized,
appointed, or established by STERIS for or pursuant to the terms of any such plan), alone or together with any of its affiliates, becomes the beneficial owner of 50% or more of the Common Shares then outstanding; 
  
 (c) Any person commences or publicly announces an intention to commence a
tender offer or exchange offer the consummation of which would result in the person becoming the beneficial owner of 15% or more of the Common Shares then outstanding; 
  
 (d) At any time during any period of 24 consecutive months, individuals who were directors at the beginning of the 24-month
period no longer constitute a majority of the members of the Board of Directors of STERIS, unless the election, or the nomination for election by STERIS’s shareholders, of each director who was not a director at the beginning of the period is
approved by at least a majority of the directors who (i) are in office at the time of the election or nomination and (ii) were directors at the beginning of the period; 
  
 (e) A record date is established for determining shareholders entitled to vote upon (i) a merger or consolidation of STERIS
with another corporation in which those persons who are shareholders of STERIS immediately before the merger or consolidation are to receive or retain less than 60% of the stock of the surviving or continuing corporation, (ii) a sale or other
disposition of all or substantially all of the assets of STERIS, or (iii) the dissolution of STERIS; 
  
 (f) (i) STERIS is merged or consolidated with another corporation and those persons who were shareholders of STERIS immediately before the merger or
consolidation receive or retain less than 60% of the stock of the surviving or continuing corporation, (ii) there occurs a sale or other disposition of all or substantially all of the assets of STERIS, or (iii) STERIS is dissolved; or 
  
 (g) Any person who proposes to make a “control share acquisition”
of STERIS, within the meaning of Section 1701.01(Z) of the Ohio General Corporation Law, submits or is required to submit an acquiring person statement to STERIS. 
  
 Notwithstanding anything herein to the contrary, if an event described in clause (b), clause (d), or clause (f) above
occurs, the occurrence of that event will constitute an irrevocable Change of Control. Furthermore, notwithstanding anything herein to the contrary, if an event described in clause (c) occurs, and the Board of Directors either approves such offer or
takes no action with respect to such offer, then the occurrence of that event will constitute an irrevocable Change of Control. On the other hand, notwithstanding anything herein to the contrary, if an event described in clause (a), clause (e), or
clause (g) above occurs, or if an event described in clause (c) occurs and the Board of Directors does not either approve such offer or take no action with respect to such offer as described in the preceding sentence, and a majority of those members
of the Board of Directors who were Directors prior to such event determine, within the 90-day period beginning on the date such event occurs, that the event should not be treated as a Change of Control, then, from and after the date that
determination is made, that event will be treated as not having occurred. If no such determination is made, a Change of Control resulting from any of the events described in the immediately preceding sentence will constitute an irrevocable Change of
Control on the 91st day after the occurrence of the event. 
  

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