STERIS Corporation Form of Nonqualified Stock Option Agmt--Nonemployee Directors



 Exhibit 10.8 
  
 STERIS CORPORATION 
  
 NONQUALIFIED STOCK OPTION AGREEMENT FOR NONEMPLOYEE DIRECTORS 
  
 This Agreement is between STERIS Corporation (“STERIS”) and [Optionee’s Name] (“Optionee”),
with respect to the grant of a Nonqualified Stock Option by STERIS to Optionee pursuant to the STERIS Corporation 2006 Long-Term Equity Incentive Plan (the “Plan”). (Capitalized terms used in this Agreement and not otherwise defined have
the meanings assigned to them in the Plan.) 
  

	1.	Grant of Option. STERIS hereby grants to Optionee, as of
                    , 20     an option (the “Option”) to purchase all or any number of an aggregate of [Number of
Shares Granted] STERIS Common Shares, at an exercise price of $            per share, upon and subject to the terms of this Agreement and the Plan. 

  

	2.	Documents Delivered with Agreement. STERIS has delivered to Optionee, along with two copies of this Agreement, the following documents: (a) a copy of STERIS’s
Policy Prohibiting the Improper Use of Material Non-Public Information (the “Policy”); (b) a copy of the Plan and its related Prospectus; (c) two execution copies of a Nondisclosure and Noncompetition Agreement to be entered into
between STERIS and Optionee (the “Nondisclosure Agreement”); (d) two copies of an acknowledgment form (the “Acknowledgment Form”); and (e) a copy of STERIS’s most recent integrated Annual Report to Shareholders and
Form 10-K (the “Annual Report”). By executing this Agreement, Optionee acknowledges receipt of these documents. 

  

	3.	Terms and Conditions of Option. The Option is a Nonqualified Option and shall not be treated as an Incentive Stock Option. Except as otherwise provided in this Agreement, the
Option shall be subject to all of the terms and conditions of the Plan. As a condition to the effectiveness of the Option, Optionee must return to STERIS signed copies of (a) this Agreement and (b) the Nondisclosure Agreement, and
(c) the Acknowledgment Form. If Optionee violates the terms of the Policy, the Plan, or this Agreement, the Nondisclosure Agreement, or any agreement with similar terms previously entered into (collectively “Prior Agreements”), any
and all options to purchase Common Shares that were granted by STERIS to Optionee (including the Option granted by this Agreement or any Prior Agreements) shall be forfeited, void, and of no further force and effect. 

  

	4.	Term of Option. Unless earlier terminated pursuant to Section 11 of the Plan, the Option shall terminate at the close of business on, and shall not be exercisable at any
time after,                     , 20    . 

  

	5.	Vesting. So long as Optionee remains in the employ of STERIS, but subject to the terms of this Agreement and the Plan (including Section 11 thereof, the rules of which
shall apply to this Agreement, including as described in Section 16 of this Agreement), the Option shall vest and first become exercisable in equal increments (excluding any fractional shares) as follows: 

  
 [TO BE PROVIDED] 
  

	6.	Exercise of Vested Option. Except as otherwise provided in Section 11 of the Plan, the rules of which shall apply to this Agreement, including as described in
Section 16 of this Agreement, the Option shall be exercisable only while Optionee is in the employ of STERIS. To the extent exercisable under the Agreement, the Option may be exercised from time to time in whole or in part.


  

	7.	Method of Exercise. A request to exercise the Option requires delivery of (a) the Option Price payable in cash or by check acceptable to the Company or by wire
transfer of immediately available funds, or by such other methods as may be approved by the Board or the Chief Executive Officer or his delegatee or delegatees, as applicable and (b) a written notice to STERIS identifying this Agreement
and specifying the number of Common Shares as to which the Option is being exercised. Subject to the terms of the Plan and this Agreement, STERIS shall deliver to Optionee certificates representing the Option shares as soon as administratively
feasible following such exercise. 

  

	8.	 Certain Determinations. Application, violation, or other interpretation of the terms of this Agreement, the Plan, 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 its sole discretion, and its determination shall be final and binding on
Optionee and STERIS. 


  

	9.	Termination of the Plan; No Right to Future Grants; No Right of Employment; Extraordinary Item of Compensation. By entering into this Agreement, Optionee 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 an Option is a one-time benefit which does not create any contractual or other right to receive future grants of
Options, or benefits in lieu of Options; (c) that all determinations with respect to any such future grants, including, but not limited to, the times when the Option shall be granted, the number of shares subject to each Option, the Option
Price, and the time or times when each Option shall be exercisable, will be at the sole discretion of STERIS; (d) that Optionee’s participation in the Plan shall not create a right to further employment with Optionee’s employer and
shall not interfere with the ability of Optionee’s employer to terminate Optionee’s employment relationship at any time with or without cause; (e) that Optionee’s participation in the Plan is voluntary; (f) that the value of
the Options is an extraordinary item of compensation which is outside the scope of Optionee’s employment contract, if any; (g) that the Option is 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 purchase stock 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 of the shares is unknown and cannot be predicted with certainty; (j) that, where
Optionee’s employer is a Subsidiary or affiliate of STERIS, the Option has been granted to Optionee in Optionee’s status as an employee of such Subsidiary or affiliate, and can in no event be understood or interpreted to mean that STERIS
is Optionee’s employer or that Optionee has an employment relationship with STERIS; and (k) that if the underlying shares do not increase in value, the Option will have no value. 

  

	10.	Employee Data Privacy. By entering into the Agreement, and as a condition of the grant of the Option, Optionee consents to the collection, use and transfer of personal data
as described in this Section 10. Optionee understands that STERIS and its Subsidiaries hold certain personal information about Optionee, including, but not limited to, Optionee’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 Options or other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in
Optionee’s favor, for the purpose of managing and administering the Plan (“Data”). Optionee 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 Optionee’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”). Optionee understands that these Data Recipients may be located in Optionee’s country of residence, the European Economic Area, and in countries outside the European Economic Area, including the United States.
Optionee 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 Optionee’s behalf, to a broker or third party with whom the shares acquired on exercise may be deposited. Optionee 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. Optionee further understands that withdrawing consent may affect Optionee’s ability to participate in the
Plan, at the sole discretion of the Board or the Chief Executive Officer or his delegatee or delegatees, if applicable. 

  

	11.	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. 

  

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	12.	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 adversely affect the rights of Optionee under this Agreement without Optionee’s consent. 

  

	13.	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. 

  

	14.	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. 

  

	15.	Miscellaneous. Nothing contained in this Agreement shall be understood as conferring on Optionee 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 Option shall not be transferable by Optionee other than as provided in Section 17 of the Plan. 

  

	16.	Application of Section 11 of the Plan. Pursuant to Section 11 of the Plan, the Board hereby consents to the Optionee’s Qualifying Retirement if, at the time
that the Optionee terminates service with the Company, the Optionee satisfies the requirements of Section 11(b)(iii) of the Plan other than the requirement of the Board having consented thereto (which consent is hereby
given).

  
 [SIGNATURES ON THE FOLLOWING PAGE]

  

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 IN WITNESS WHEREOF, STERIS has caused this Agreement to be executed on its behalf by its duly authorized
officer, and Optionee has executed this Agreement, all as of the day and year first written above. 
  

							
	 STERIS Corporation
	 	 	 	 Optionee

				
	By:	 	 	 	 	 	 
	 Name:
 Title:
	 	 	 	 	 	[Optionee’s Name]

  

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