Exhibit 10.2


 


EMPLOYMENT AGREEMENT


 


AGREEMENT
dated as of the 1st day of August, 2005, by and between CANTEL
MEDICAL CORP., a Delaware corporation (the “Company”), and JAMES P. REILLY (the “Employee”).


 


Introduction


 


Employee
is currently employed as President and Chief Executive Officer of the Company
pursuant to an Employment Agreement dated as of October 16, 2003 (the “2003
Agreement”), which expires under its terms on July 31, 2005.  Employee and the Company desire to enter into
a new employment agreement that will take effect immediately and automatically
upon the expiration of the 2003 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 as of August 1,
2005 (the “Effective Date”) and ending, unless sooner terminated in accordance
with the provisions of Section 4 hereof, on July 31, 2007 (the “Employment
Period”).  As used in this Agreement, the
term “Contract Year” shall refer to each twelve-month period during the
Employment Period ending July 31.


 


2.                                       Scope of Duties. 
Employee shall be
employed by the Company as its President and Chief Executive Officer.  In such capacities, Employee shall have such
authority, powers and duties customarily attendant upon such offices.  If elected or appointed, Employee shall also
serve, without additional compensation, in one or more offices and, if and when
elected, as a


 





















 


director
of the Company or any subsidiary or affiliate 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, unless otherwise approved in writing by the Board
of Directors of the Company.


 


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 a base salary (“Base Salary”) at the rate of
$450,000 per annum during the initial Contract Year and $500,000 per annum
during the second Contract Year, payable in accordance with the Company’s
customary payroll practices for executive employees.


 


3.2                                 Incentive Compensation. 
For each Contract
Year during the Employment Period (commencing with the Contract Year ending July 31,
2006), Employee shall be paid, as additional compensation for his services, a
bonus (the “Bonus”) based on the increase in the Company’s earnings per
share.  The Bonus for each Contract Year
shall be equal to three and three-eighths percent (3-3/8%) (the “Multiple”) of Employee’s annual Base Salary for
such Contract Year for every one cent ($.01) increase in the EPS (as defined
below) for such Contract Year over the EPS for the Company’s immediately
preceding Contract Year (which, for purposes of this Section 3.2 shall be
deemed to include, where applicable, the fiscal year ending July 31, 2005).


 


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3.2.1                        “EPS” shall mean the diluted
earnings per share of the Company and its consolidated subsidiaries for a given
Contract Year of the Company as set forth in its audited financial statements,
adjusted to exclude the Bonus and any other bonus paid or payable to Employee
with respect to such Contract Year; provided, however, that (i) for purposes of
determining the Bonus for the Contract Year ending July 31, 2006, EPS for
the Contract Years ending July 31, 2006 and 2005 shall include the operations
of Carsen Group Inc. (“Carsen”) but shall exclude (a) all amounts paid or
payable under the Agreement dated as of July 25, 2005 among the Company,
Carsen, Olympus America Inc. and Olympus Surgical & Industrial America,
Inc. (collectively “Olympus”), and (b) all wind-down costs associated with or arising
out of the termination of the Olympus (and any other) distribution business of
Carsen (e.g., severance payments to employees, lease obligations related to the
termination, etc.) and (ii) for purposes of determining the Bonus for the
Contract Year ending July 31, 2007, EPS for the Contract Years ending July 31,
2007 and 2006 shall exclude any and all operations of Carsen (whether
discontinued or continuing; and further, provided, however that for purposes of
determining the Bonus for the Contract Years ending July 31, 2006 and 2007, EPS
for all Contract Years shall exclude any impact on EPS directly attributable to
the recording of employee stock compensation expense.


 


3.2.2                        Notwithstanding the foregoing (but subject to
Section 4), in the event that Employee is not employed hereunder during a
full Contract Year, the amount of the Bonus for such Contract Year shall be calculated
by first determining the amount of the Bonus for the full Contract Year
(determined by the calculation above), and then multiplying such amount by a
number (i) the numerator of which shall be the number of days during the Contract
Year that Employee is employed hereunder and (ii) the denominator of which
shall be 365.  The Bonus for a Contract
Year shall be determined as soon as practicable following the end of such year,
and payable not later than ten (10) days following completion of the
Company’s audited financial statements for such year.


 


3.2.3                        The amount of the Bonus shall be determined by
the Compensation Committee of the Company’s Board of Directors, subject to
final approval by the


 


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Board.


 


3.2.4                        Notwithstanding the foregoing, in no event
may the Bonus for any Contract Year exceed one hundred fifty percent (150%) of
the Base Salary for such Contract Year.


 


3.2.5                        In the event of changes in the outstanding
shares of the Company during any Contract Year by reason of stock dividends,
stock splits, reorganizations and the like, both the EPS for the prior Contract
Year and the Multiple shall be correspondingly adjusted by the Company.


 


3.3                                 Discretionary Compensation. 
Employee shall also
be entitled to such additional increases in Base Salary, bonuses and stock
options as may be determined from time to time by the Compensation Committee of
the Board of Directors of the Company.


 


3.4                                 Life Insurance. 
Provided that
Employee is insurable at rates that are comparable to those obtainable on other
persons of similar age and position in good health (if Employee is classified
in a higher risk category, he may elect to pay the excess premium cost to


 


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obtain
the coverage), during the Employment Period the Company shall procure and
maintain term life insurance on the life of Employee in the face amount of
$500,000.  Employee shall be the owner of
such life insurance policy and shall have the absolute right to designate the
beneficiaries thereunder.  The Company
shall pay all premiums for such life insurance. 
Employee agrees to submit to all medical examinations, supply all
information and execute all documents required by insurance companies in
connection with the issuance of such policy.


 


3.5                                 Use of Automobile. 
During the Employment
Period, Employee shall be entitled to the use of an automobile leased or owned
by the Company in connection with the Company’s business.  The make and model of the automobile shall be
reasonably satisfactory to Employee, provided that the Company’s monthly
payments in respect thereof (exclusive of the expenses referred to in the
following sentence) shall not exceed $700. 
In lieu of the foregoing, the Company may pay Employee an automobile
allowance of $700 a month.  Employee
shall also 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; provided, however, that Employee shall be
responsible for keeping appropriate records regarding the use of said
automobile, as instructed by the Company or its accountants.


 


3.6                                 Other Benefits.


 


3.6.1              During the Employment Period, Employee shall
be entitled to participate, at Company expense (subject to applicable employee
contribution requirements imposed by the Company from time to time on its employees
generally), in the medical and dental health insurance plan, and all other
health, insurance and other benefit plans applicable generally to executive
officers of the Company on the same basis as such officers.  In addition,


 


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Employee
shall be entitled to participate in the Company’s 401(k) benefit plan.


 


3.6.2              During the Employment Period, Employee will
be entitled to paid vacation (four weeks) 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.


 


3.6.3              The Company will reimburse Employee for
reasonable out-of-pocket expenses incurred in furtherance of the business of
the Company, including travel, entertainment and similar items, upon the
presentation of appropriate receipts or vouchers therefor, consistent with the
Company’s policy applicable to executives generally.


 


3.6.4              In the event of a “Change in Control” (as
defined in Section 4.4 below), all stock options held by Employee which
were granted under an employee stock option plan of the Company shall thereupon
automatically vest in full and become exercisable for all of the shares
thereunder.


 


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 have no further obligation under this Agreement to make any payments to
Employee or to bestow any benefits on Employee, 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
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 vacation or
approved leave of absence, the Company may thereupon, or at any time thereafter
while such


 


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absence
or disability still exists, terminate the employment of Employee hereunder upon
ten (10) days’ written notice to Employee.


 


4.2                                 In the event of the death of Employee, this
Agreement shall immediately terminate on the date thereof, subject to the terms
of this Section 4 and Section 5.


 


4.3                                 If Employee (a) willfully discloses
material trade secrets or other material confidential information related to
the business of the Company in breach of this Agreement or otherwise willfully
violates a covenant set forth in Section 6 hereof; (b) willfully
fails or refuses to carry out the business of the Company as lawfully directed
and as required by the terms of this Agreement after written demand is
delivered to Employee by the Board of Directors of the Company, which demand
specifically identifies the manner in which the Board of Directors believes
that Employee has willfully failed or refused to carry out the Company’s
business, which failure or refusal is not substantially remedied by Employee
within ten (10) days of receipt of such demand; (c) commits any
criminal act or an act of dishonesty or moral turpitude, in the reasonable
judgment of the Company’s Board of Directors; or (d) abuses alcohol,
prescription drugs or controlled substances, 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 date of such notice
being the “termination date” and such termination being deemed for “cause.”


 


4.4                                 Employee may terminate his employment under
this Agreement upon not less than thirty (30) days’ written notice to the
Company if the Company, without Employee’s consent, undergoes a “Change in
Control” (as defined below).  “Change in
Control” shall mean (1) the acquisition of beneficial ownership, direct or
indirect, of securities of the Company by any person (as that term is defined
in Section 13(d) and 14(d) of the Securities Exchange Act of


 


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1934,
as amended), other than Employee or a person approved by Employee, which when
combined with all other securities of the Company beneficially owned, directly
or indirectly, by that person, equals or exceeds 50% of the combined voting
power of the Company’s then outstanding securities, (2) at any time after
the Effective Date, a majority of the Board of Directors is composed of persons
who are not “Continuing Directors” as hereinafter defined or (3) Mr. Charles
Diker and a total of three (3) other persons who were members of
the Board of Directors on the Effective Date have ceased to serve as members of
the Board of Directors  “Continuing Directors” as used herein shall
mean (i) the directors of the Company at the close of business on the
Effective Date, and (ii) any person who was or is elected (A) to
succeed a Continuing Director or (B) to become a director as a result of
an increase in the size of the board, recommended, in each case, by a majority
of the Continuing Directors then on the Board. 
Any Termination Notice given by Employee hereunder must be given within
ninety (90) days following the occurrence of the event giving rise to such
termination.


 


4.5                                 Employee shall have the right to terminate
his employment without cause at any time after July 31, 2006 upon not less
than three (3) months’ prior written notice to the Company.  Upon termination of Employee’s employment
under this Section, 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 shall be
terminated by reason of the provisions of Section 4.1 or 4.2, then in such
event, the Company shall continue to pay to Employee, if living, or other
person or persons as Employee may from time to time designate in writing as the
beneficiary of such payments, the Base Salary in effect at the time which such


 


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death
or disability occurred during the three-month period following such death or
disability.  Except for such Base Salary,
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.


 


4.7                                 Upon termination of Employee’s employment
under Section 4.3, 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.


 


4.8                                 Upon termination of Employee’s employment by
Employee under Section 4.4, then in addition to payments and benefits
accrued and due and payable to Employee prior to the termination date, the
Company shall pay to Employee in a lump sum, within ten (10) days
following the termination date, (i) if such termination occurs during the
first Contract Year, an amount equal to one hundred fifty percent (150%) of the
Base Salary and Bonus paid or accrued by the Company to Employee with respect
to the fiscal year ending July 31, 2005 and (ii) if such termination
occurs during the second Contract Year, the greater of (i) $500,000
or (ii) the sum of one year’s Base Salary (at the rate in effect
immediately prior to such termination) and the amount of the Bonus paid (or
payable) for the most recently completed Contract Year.  Except for such payments and the
benefits described in Section 4.9, 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.  Any payment to Employee under this Section shall
constitute liquidated damages and not a penalty, and Employee shall not be
obligated to seek employment to mitigate his damages; nor shall any
compensation the Employee receives from


 


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any
party subsequent to such termination be an offset to the amount of any payment
hereunder.


 


4.9                                 Upon termination of Employee’s employment
under Sections 4.1, 4.2 or 4.4, then in addition to the payments and benefits
payable to Employee specified above, the Company agrees that for a period of
ninety (90) days following such termination it will (i) in the case of
termination under Section 4.1 or 4.4, continue Employee’s coverage under
the Company’s medical health insurance plan provided under Section 3.6.1
above to the extent such coverage was in effect at the time of termination
(e.g., individual coverage or family coverage), directly or through the payment
of all applicable amounts under COBRA or, (ii) in the event of termination
under Section 4.2, pay the cost of family coverage (for Employee’s wife)
under a medical health insurance plan having benefits similar to those in
effect under the Company’s medical health insurance plan in effect at the time
of termination.


 


4.10                           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, 4.3 and 4.4), then, in addition to payments and
benefits accrued and due and payable to Employee prior to the termination date,
the Company shall continue payments to Employee of his Base Salary through July 31,
2007.  In addition, the Company shall (i) continue
to pay Employee the Bonus under Section 3.2 through the Contract Year
ending July 31, 2007 in accordance with the terms thereof as if he
remained an employee of the Company hereunder and (ii) continue Employee’s
coverage under the Company’s medical health insurance plan provided under Section 3.6.1
above (directly or through the payment of all applicable amounts under COBRA)
for a period of ninety (90) days following such termination.  Subject to the foregoing and to benefits
payable to Employee under Sections 4.2 and 4.3, the Company shall have no
further obligation under this Agreement to make any payments to Employee or to
bestow any benefits to Employee after the termination


 


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date.
The foregoing shall be Employee’s exclusive right and remedy against the
Company in the event of such termination, which termination shall not be deemed
a “Breach” for purposes of Section 6.3.


 


5.                                       Consulting Services.


 


5.1                                 During the five-year period following the termination
of Employee’s employment hereunder (for any reason whatsoever, including
without limitation, termination by Employee under Section 4.5, and
notwithstanding anything to the contrary in this Agreement), whether by the
Company or by Employee, and whether during the Employment Term or thereafter
(e.g., due to the failure to renew this Agreement or enter into a new
employment agreement), Employee agrees to make himself available to provide
consulting services to the Company as the Company’s Chairman of the Board may
reasonably request in writing.  Such
services shall be limited to counseling and advising the directors and the
principal executive officers concerning the Company’s business.  Employee acknowledges that (i) such
services will be provided solely as an independent contractor and not as an
employee of the Company and (ii) he will not be entitled to any employment
rights or benefits of the Company.  The
consulting services shall be provided at mutually convenient times and places;
provided, however, that in no event shall Employee be obligated to (i) provide
services in any manner other than by telephone or in person at meetings at the
Company’s offices in Little Falls, New Jersey or (ii) expend more than ten
hours a month during the first year of the consulting term nor more than five
hours a month during the remainder of the consulting term.


 


5.2                                 In consideration for the consulting services,
the Company agrees to pay Employee a Consulting Fee, as defined below, commencing
on the first anniversary of the termination date and continuing on each of the
next four anniversaries thereafter.  The


 


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Consulting
Fee shall be equal to $105,910 per year as adjusted pursuant to the terms of
this paragraph.  Commencing August 1,
2006, the Consulting Fee shall be increased annually by an amount established
by reference to the “Consumer Price Index for Urban Wage Earners and Clerical
Workers, New York, New York, all items “Series A-01” published by
the Bureau of Labor Statistics of the United States Department of Labor (the “Consumer
Price Index”).  The base period shall be
the month ended May 31, 2005 (the “Base Period”).  If the Consumer Price Index for the month of May in
any year, commencing in 2006, is greater than the Consumer Price Index for the
Base Period, then the Consulting Fee shall be increased, commencing on the next
anniversary of the termination date, to the amount obtained by multiplying Base
Consulting Fee by a fraction, the numerator of which is the Consumer Price
Index for the month of May of the year in which such determination is
being made and the denominator of which is the Consumer Price Index for the
Base Period.  In order to enable the Company
to obtain the commitment of Employee to make his services available for the
consulting relationship contemplated hereby, the Company has assumed the risk
of Employee’s death during the term hereof, and in the event of Employee’s
death while this Agreement is in effect, the Company shall, following notice of
Employee’s death, pay the remaining severance hereunder to Employee’s wife or
other designated beneficiary on the same installment basis.  The Consulting Fee hereunder is in addition
to, and shall in no way reduce, amounts payable to Employee under Sections 4.1
and 4.2.


 


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


 


6.1                                 Confidential Information.  Employee acknowledges that the Company (which term, for purposes of Section 6
shall be deemed to include Cantel Medical Corp. and all


 


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of
its direct and indirect subsidiaries) possesses confidential information,
know-how, customer lists, 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 Company’s Board of Directors, 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 shall become informed during his employment, 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 such
information shall be or becomes public knowledge other than as a result of
Employee’s direct or indirect disclosure of the same.


 


6.2                                 Patent and Related Matters.


 


6.2.1                        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 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


 


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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.


 


6.2.2                        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.


 


6.2.3                        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 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 cooperate otherwise
in all proceedings and matters relating thereto.


 


6.2.4                        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


 


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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 equipment (including computers, etc.), 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 the business, products,
practices or techniques of the Company, and all other property, 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, which in any of these cases are in his possession
or under his control.


 


6.3                                 Non-Compete.  Employee agrees that for a period of twelve (12) months following the
termination of Employee’s employment hereunder, except as a result of the
breach by the Company of any material term or condition hereof (a “Breach”),
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 continental United States
or Canada which 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 five (5%) percent of any class of securities of any corporation which is
regularly traded on any stock exchange or over-the-counter market.  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 (collectively, “Products”): 
(i) endoscopes, (ii) endoscope


 


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disinfection
or sterilization equipment or supplies, (iii) infection control equipment,
products, supplies or systems, (iv) water treatment systems and supplies, (v) specialty
packaging products for transporting infectious and biological specimens,(vi) products
or services for the dialysis, medical device reprocessing, or filtration and
separation markets or (vii) any other product or product group hereafter
manufactured, marketed, sold, distributed or serviced by the Company after the
date hereof; but in each case which are the same as or similar to or compete
with, or have a usage allied to, Products being developed, marketed, sold or
distributed by the Company at any time during the last twelve months of
Employee’s employment by the Company.


 


6.4                                 Non-interference.  Employee further agrees that for a period of two years following
termination of Employee’s employment hereunder, he will not (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, franchisee, licensee, 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, franchisee or other business relation
and the Company without prior written consent of the Board of Directors of the
Company.


 


6.5                                 Enforcement.  If, at the time of enforcement of any provisions of this Section, a
court of competent jurisdiction holds that the restrictions stated herein are
unreasonable under the circumstances then existing, the parties hereto agree
that the maximum period, scope or geographical area reasonable under such
circumstances will be substituted for the stated period, scope or area.  Employee agrees that the covenants made in
this Section shall be construed as an agreement independent of any other
provision of this Agreement, and shall survive the termination of this
Agreement.


 


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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 Jersey and shall be governed pursuant to the laws of the State of New
Jersey.  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.


 


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.


 


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:


 


Cantel
Medical Corp.


150
Clove Road


Little
Falls, NJ  07424


 


If
to Employee:


 


James
P. Reilly


12
Mulberry Lane


Edison,
NJ  08820


 


7.6                                 This Agreement shall inure to the benefit of,
and shall be binding upon,


 


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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 and may be delivered by facsimile, each of which shall constitute
the original hereof.


 


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


 


 


	
   

  	
  CANTEL MEDICAL CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Charles M. Diker

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  James P. Reilly

  	
   

  



 


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