Current Form of STERIS Corporation of Restricted Stock Agreement



 Exhibit 10.1 
 CURRENT FORM OF STERIS CORPORATION 
 RESTRICTED STOCK AGREEMENT FOR EMPLOYEES 
 STERIS CORPORATION 
 RESTRICTED STOCK
AGREEMENT-                     , 20     
 This Agreement is between STERIS Corporation (“STERIS”) and Grantee, with respect to the grant of shares of STERIS restricted stock to Grantee
pursuant to the STERIS Corporation 2006 Long-Term Equity Incentive Plan (the “Plan”). 
 1. Grant of Restricted Shares.
STERIS hereby grants to Grantee, as of the date (“Date of Grant”) set forth above and in the Acknowledgment and Acceptance Form accompanying this Agreement (“Acknowledgment”), shares of STERIS restricted stock as previously
disclosed to Grantee and as reflected in the records of STERIS (“Restricted Shares”), at a value of the closing sales price per share of STERIS’s Common Shares as of the Date of Grant and as reported on the New York Stock Exchange
Composite Tape, upon and subject to the terms of this Agreement and the Plan. The Restricted Shares covered by this Agreement shall be issued to the Grantee effective upon the Date of Grant. The Common Shares subject to this grant of Restricted
Shares shall be registered in the Grantee’s name and shall be fully paid and nonassessable. Any certificate or other evidence of ownership shall bear an appropriate legend referring to the restrictions hereinafter set forth. 
 2. Documents Delivered with Agreement. STERIS has delivered or made available to the Grantee, along with this Agreement, the following documents:
(a) STERIS’s Policy Prohibiting the Improper Use of Material Non-Public Information (the “Policy”); (b) the Plan and its related Prospectus; (c) the Nondisclosure and Noncompetition Agreement to be entered into between
STERIS and Grantee (the “Nondisclosure Agreement”); (d) the Acknowledgment; and (e) STERIS’s most recent Annual Report to Shareholders and Form 10-K filed with the US Securities and Exchange Commission. Acceptance and
compliance with these documents is a condition to the effectiveness of this grant of restricted shares. By accepting this Agreement or executing the Acknowledgment, the Grantee acknowledges receipt, review and acceptance of these documents and
compliance with their terms. 
 3. Restrictions on Transfer of Shares. The Common Shares subject to this grant of Restricted Shares
may not be sold, exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of by the Grantee, except to STERIS, unless the restrictions on the Restricted Shares expire or lapse as provided in Section 4 hereof (“Vest”
or “Vesting”); provided, however, that the Grantee’s rights with respect to such Common Shares may be transferred by will or pursuant to the laws of descent and distribution. Any purported transfer or encumbrance in violation of the
provisions of this Section 3 shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such Common Shares. STERIS in its sole discretion, when and as permitted by the Plan, may waive the
restrictions on transferability with respect to all or a portion of the Common Shares subject to this grant of Restricted Shares. 
 4.
Vesting of Restricted Shares. Subject to the terms of this Agreement and the Plan (including Section 11 thereof, the rules of which shall apply to this Agreement), all of the Restricted Shares covered by this Agreement shall Vest on
[            ] or, if [            ] is not a trading day on the New York Stock Exchange, the first trading day thereafter
(the day on which the Shares become nonforfeitable being referred to herein as the “Vesting Date”), provided the Grantee must remain in the continuous employ of STERIS or a Subsidiary through the Vesting Date. 
 5. Forfeiture of Shares. Subject to the terms of this Agreement and the Plan (including Section 11 thereof, the rules of which shall apply to
this Agreement), the Restricted Shares shall be forfeited if the Grantee violates the policy, this Agreement, or the Nondisclosure Agreement, or ceases to be employed by STERIS or a Subsidiary prior to the Vesting Date. In the event of a forfeiture,
the certificate(s) representing the Restricted Shares covered by this Agreement shall be cancelled. 
 6. Dividend, Voting and Other
Rights. Except as otherwise provided herein, from and after the Date of Grant, the Grantee shall have all of the rights of a shareholder with respect to the Restricted Shares covered by this Agreement, including the right to vote such Restricted
Shares and receive any dividends that may be paid 








 
thereon; provided, however, that any additional Common Shares or other securities that the Grantee may become entitled to receive pursuant to a stock
dividend, issuance of rights or warrants, stock split, combination of shares, recapitalization, merger, consolidation, separation, or reorganization or any other change in the capital structure of STERIS shall be subject to the same or similar
restrictions as the Restricted Shares covered by this Agreement as determined by STERIS. 
 7. Retention of Stock Certificate(s) by
STERIS. Certificates representing the Common Shares subject to this grant of Restricted Shares, if any, will be held in custody by STERIS together with a stock power endorsed in blank by the Grantee with respect thereto, until those shares shall
vest in accordance with Section 4. 
 8. Compliance with Law. Notwithstanding any other provision of this Agreement, STERIS shall
not be obligated to issue any Common Shares pursuant to this Agreement if the issuance thereof would result in a violation of any applicable law. 
 9. Employment. For purposes of this Agreement, the continuous employment of the Grantee with STERIS or a Subsidiary shall not be deemed to have been interrupted, and Grantee shall not be deemed to cease being an employee of STERIS or
Subsidiary, by reason of (i) the transfer of his or her employment among STERIS and its Subsidiaries or (ii) a leave of absence not to exceed 12 months approved in writing by a duly elected officer of STERIS. 
 10. Certain Determinations. Application, violation, or other interpretation of the terms of this Agreement, the Plan, the Nondisclosure Agreement,
the Policy, any Prior Agreement, or any STERIS policy shall be determined by the Board or the Chief Executive Officer or his delegatee or delegatees, if applicable, in their sole discretion, and such determination shall be final and binding on the
Grantee. 
 11. Termination of the Plan; No Right to Future Grants; No Right of Employment; Extraordinary Item of Compensation. By
entering into this Agreement, the Grantee acknowledges: (a) that the Plan is discretionary in nature and may be suspended or terminated by STERIS at any time; (b) that each grant of Restricted Shares is a one-time benefit which does not
create any contractual or other right to receive future grants of Restricted Shares, or benefits in lieu of Restricted Shares; (c) that all determinations with respect to any such future grants, including, but not limited to, the times when the
Restricted Shares shall be granted, the number of shares subject to each grant of Restricted Shares, and the time or times when the Restricted Shares shall become nonforfeitable, will be at the sole discretion of STERIS; (d) that the
Grantee’s participation in the Plan shall not create a right to further employment with the Grantee’s employer and shall not interfere with the ability of the Grantee’s employer to terminate the Grantee’s employment relationship
at any time with or without cause; (e) that the Grantee’s participation in the Plan is voluntary; (f) that the value of the Restricted Shares is an extraordinary item of compensation which is outside the scope of the Grantee’s
employment contract, if any; (g) that the Restricted Shares are not part of normal and expected compensation for purposes of any other employee benefit plan or program of STERIS, including for purposes of calculating any severance, resignation,
redundancy, end of service, bonus, long-service, pension or retirement benefits or similar payments; (h) that the right to Vesting of the Restricted Shares ceases upon termination of employment for any reason except as may otherwise be
explicitly provided in the Plan or this Agreement; (i) that the future value, if any, of the restricted shares is unknown and cannot be predicted with certainty; and (j) that, where the Grantee’s employer is a Subsidiary or affiliate
of STERIS, the Restricted Shares have been granted to the Grantee in the Grantee’s status as an employee of such Subsidiary or affiliate and the terms of this Agreement can be modified by STERIS to facilitate the issuance and administration of
the award and can in no event be understood or interpreted to mean that STERIS is the Grantee’s employer or that the Grantee has an employment relationship with STERIS. 
 12. Employee Data Privacy. By entering into the Agreement, and as a condition of this award of Restricted Shares, the Grantee consents to the
collection, use and transfer of personal data as described in this Section 12. The Grantee understands that STERIS and its Subsidiaries hold certain personal information about the Grantee, including, but not limited to, the Grantee’s name,
home address and telephone number, date of birth, social insurance number, salary, nationality, job title, any shares of stock or directorships held in STERIS, details of all Restricted Shares or other entitlement to shares of stock awarded,
canceled, exercised, vested, unvested or 








 
outstanding in the Grantee’s favor, for the purpose of managing and administering the Plan (“Data”). The Grantee further understands that
STERIS and/or its Subsidiaries will transfer Data among themselves as necessary for the purposes of implementation, administration and management of the Grantee’s participation in the Plan, and that STERIS and/or its Subsidiaries may each
further transfer Data to any third parties assisting STERIS in the implementation, administration and management of the Plan (“Data Recipients”). The Grantee understands that these Data Recipients may be located in the Grantee’s
country of residence, the European Economic Area, and in countries outside the European Economic Area, including the United States. The Grantee authorizes the Data Recipients to receive, possess, use, retain and transfer Data in electronic or other
form, for the purposes of implementing, administering and managing the Plan, including any transfer of such Data, as may be necessary or appropriate for the administration of the Plan and/or the subsequent holding of shares of stock on the
Grantee’s behalf, to a broker or third party with whom the shares acquired on exercise may be deposited. The Grantee understands that he or she may, at any time, review the Data, require any necessary amendments to it or withdraw the consent
herein by notifying STERIS in writing. The Grantee further understands that withdrawing consent may affect the Grantee’s ability to participate in the Plan, at the sole discretion of the Board or the Chief Executive Officer or its delegatee or
delegatees. 
 13. Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. In the event of any
inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. All terms used herein with initial capital letters and not otherwise defined herein that are defined in the Plan shall have the meanings assigned to them in
the Plan. 
 14. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the
amendment is applicable hereto; provided, however, that no amendment shall have a material adverse effect on the rights of the Grantee under this Agreement without the Grantee’s consent. 
 15. Severability. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid or
unenforceable, the remainder of this Agreement and the application of such provision to any other person or circumstances shall not be affected, and the provisions so held to be invalid or unenforceable shall be reformed to the extent (and only to
the extent) necessary to make it enforceable and valid while accomplishing the most similar purpose. 
 16. Governing Law. This
Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of Ohio, without giving effect to any principle of law that would result in the application of the law of any other jurisdiction. Any
unresolved dispute shall be submitted exclusively to the jurisdiction of the courts of Lake County, Ohio. 
 17. Miscellaneous.
Nothing contained in this Agreement shall be understood as conferring on Grantee any right to continue as an employee of STERIS or any Subsidiary or affiliate. STERIS reserves the right to correct any clerical, typographical, or other error in
this Agreement or otherwise with respect to this grant. This Agreement shall inure to the benefit of and be binding upon its parties and their respective heirs, executors, administrators, successors, and assigns, but the Restricted Shares shall not
be transferable by Grantee other than as provided in Section 17 of the Plan.
 STERIS has caused this Agreement to be executed on its
behalf by its duly authorized officer, and Grantee has entered into this Agreement and accepted all terms and conditions thereof by electronic acceptance and/or by the signed Acknowledgment, either of which has the same force and binding effect as
if this Agreement were physically signed by Grantee, all as of the Date of Grant. 
  

							
	STERIS Corporation	 		 	Grantee
				
	 By:
	 	  
 [Name:]
 [Title:]
	 		 	Signature by electronic acceptance and/or execution of the Acknowledgment and Acceptance form