EXHIBIT
10(a)


 


EMPLOYMENT AGREEMENT


 


AGREEMENT dated as
of the 16th day of October, 2003, 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.  Employee and the Company desire to enter
into an employment agreement and to set forth herein the terms and conditions
of Employee’s employment by the Company.


 


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, 2002 (the “Effective Date”) and ending, unless sooner
terminated in accordance with the provisions of Section 4 hereof, on
July 31, 2005 (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.


 


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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 $350,000
per annum during the initial Contract Year and $367,500 per annum during the
second Contract Year, payable in accordance with the Company’s customary
payroll practices for executive employees.


 


Commencing August 1, 2004, the Base Salary 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, 2003 (the “Base Period”). 
If the Consumer Price Index for the month of May in any year,
commencing in 2004, is greater than the Consumer Price Index for the Base
Period, then the Base Salary shall be increased, commencing on August 1 of
the next Contract Year, to the amount obtained by multiplying Base Salary 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.  Notwithstanding the foregoing, in no event
shall


 


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Employee
receive, for any Contract Year, an increase in Base Salary of less than five
(5%) percent over the Base Salary, as adjusted for the previous Contract Year.


 


3.2           Incentive
Compensation.  For each
Contract Year during the Employment Period (commencing with the Contract Year
ending July 31, 2003), 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 two and one-quarter percent (21⁄4%) (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
ended July 31, 2002).


 


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.


 


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3.2.2                        Notwithstanding the foregoing
(but subject to Section 4.1), in the event that Employee is not employed
hereunder during a full Contract Year, the amount of the Bonus for the such
year shall be calculated by first determining the amount of the Bonus for the
full 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 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


 


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shall be correspondingly
adjusted by the Company.


 


3.3                                 Stock
Options.


 


3.3.1                        ISO’s.  The Company agrees to grant to Employee upon
execution of this Agreement, an option (the “ISO”) to purchase 6,950 shares of
the Company’s Common Stock, par value $.10 per share.  The ISO will be granted pursuant to a separate option agreement,
shall have an option exercise price per share equal to $14.25, being the
closing price for the Company’s Common Stock as reported by the New York Stock
Exchange (“NYSE”) on the date of grant, and shall have a term of five (5)
years.  The ISO will be granted under
the Company’s 1997 Employee Stock Option Plan and will consist to the extent
legally permissible of “incentive stock options” (“iso’s”) as defined in the
Internal Revenue Code.  The ISO shall
become exercisable in full on July 31, 2005.


 


3.3.2                        Non-ISO’s.  The Company agrees to grant to Employee an
additional option (the “Non-ISO”) to purchase 118,050 shares of the Company’s
Common Stock, par value $.10 per share. 
The Non-ISO will be granted upon the approval at the Company’s next
Annual Meeting of Stockholders of either (i) an amendment to the Company’s 1997
Employee Stock Option Plan to permit the grant of non-iso’s thereunder or (ii)
the adoption of a new stock option plan that permits the grant of non-iso’s.


 


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The Non-ISO will
be granted pursuant to a separate option agreement, shall have an option
exercise price per share equal to the fair market value of the Company’s Common
Stock on the date of grant (which shall be the date of the Annual Meeting of
Stockholders), and shall have a term of five (5) years commencing on the date
of grant and ending on October 15, 2008. 
The Non-ISO will not be an iso, will become exercisable in three annual
installments with the first such installment for 41,667 shares and being
exercisable immediately; the second installment for 41,667 shares and becoming
exercisable on July 31, 2004; and the third installment for 34,716 shares
and becoming exercisable on July 31, 2005.


 


3.4                                 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, Employee may elect to receive a monthly
automobile allowance of $700.  Employee
shall also be entitled to receive reimbursement for reasonable out-of-pocket
expenses, including, without limitation, cost of gas, oil,


 


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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.


 


3.5                                 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.


 


3.6                                 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
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.


 


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3.7                                 Other
Benefits.


 


3.7.1                        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,
Employee shall be entitled to participate in the Company’s 401(k) benefit plan.


 


3.7.2                        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.


 


3.7.3                        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.


 


4.                                       Termination
of Employment.


 


4.1           Reasons for Termination.  The provisions of


 


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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 be under no further obligation to Employee other
than as specifically provided in Sections 4.2 and 4.3 and as follows:


 


4.1.1                        Disability.  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 any time
thereafter while such absence or disability still exists, terminate the
employment of Employee hereunder upon ten (10) days’ written notice to
Employee.  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.  In addition, the Company agrees
to continue to pay to Employee the Base Salary in effect at the time that


 


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such disability occurred
during the three-month period following such termination.


 


4.1.2                        Death.  In the event of the death of Employee,
this Agreement shall immediately terminate on the date thereof.  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.


 


4.1.3                        Cause.  If Employee materially breaches or
violates any material term of his employment hereunder, or commits any criminal
act or an act of dishonesty or moral turpitude, in the reasonable judgment of
the Company’s Board of Directors, 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.”  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


 


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Employee prior to the
termination date.


 


4.1.4                        Change in
Control.


 


(a)                                  Employee
may terminate his employment under this Agreement upon not less than thirty
(30) days’ and not more than sixty (60) days’ written notice to the Company if
the Company 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 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 or (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


 


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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
nine (9) months following the occurrence of the event giving rise to such
termination.


 


(b)                                 Upon
termination of Employee’s employment by Employee under this Section 4.1.4,
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 (the “Change In Control Payment”) 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. 
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 date.


 


(c)                                  The
Change in Control Payment shall be made to Employee not later than twenty (20)
days after the date designated by the Employee as the date upon which


 


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Employee’s resignation as
an employee and termination of his Employment is to be effective.  The Change in Control Payment 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 any party subsequent to such
termination be an offset to the amount of the Severance Payment.


 


4.1.5                        Without
Cause by Employee.  Employee
shall have the right to terminate his employment without cause 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.


 


4.1.6                        Without
Cause by Company.


 


(a)                                  The
Company shall have the right to terminate Employee’s employment without cause
upon not less than thirty (30) days’ prior written notice to Employee.


 


(b)                                 Upon
termination of Employee’s employment by Employee under this Section 4.1.6,
then in addition to payments and benefits accrued and due and payable to


 


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Employee prior to the
termination date, the Company shall continue to pay the Base Salary to Employee
through July 31, 2005.  In
addition, the Company shall continue to pay Employee the Bonus under
Section 3.2 through the Contract Year ending July 31, 2005 in
accordance with the terms thereof as if he remained an employee of the Company
hereunder.  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 date.


 


4.2                                 Additional
Termination Benefits.  Upon
termination of Employee’s employment under Sections 4.1.1, 4.1.2, 4.1.4 or
4.1.6, then in addition to the payments and benefits payable to Employee
specified in Section 4.1, the Company agrees that for a period of ninety
(90) days following such termination it will (i) in the case of termination
under Section 4.1.1, 4.1.4 or 4.1.6, 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)
or, (ii) in the event of termination under Section 4.1.2, 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


 


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medical health insurance
plan in effect at the time of termination.


 


4.3                                 Consulting
Services.


 


4.3.1                        During the
five-year period following the termination of Employee’s employment hereunder
(for any reason whatsoever), 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


 


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five hours a month during
the remainder of the consulting term.


 


4.3.2                        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 Consulting Fee shall be
equal to $100,000 per year as adjusted pursuant to the terms of this
paragraph.  Commencing August 1,
2004, 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, 2003 (the “Base Period”).  If the Consumer Price Index for the month of May in any
year, commencing in 2004, 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


 


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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 severance pay hereunder is in addition
to, and shall in no way reduce, amounts payable to Employee under Sections 4.1
and 4.2.


 


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


 


5.1                                 Confidential
Information.  Employee acknowledges
that the Company (which term, for purposes of Section 5 shall be deemed to
include Cantel Medical Corp., Carsen Group Inc., Minntech Corporation, Biolab
Equipment Ltd. (and its subsidiaries), Mar Cor Services, Inc., and other
affiliates of the Company) 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


 


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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.


 


5.2                                 Patent
and Related Matters.


 


5.2.1                        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


 


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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 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.


 


5.2.2                        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.


 


5.2.3                        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


 


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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.


 


5.2.4                        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 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 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,


 


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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.


 


5.3                                 Non-Compete.  Employee agrees that for a period of
twenty-four (24) 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, 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 or any of
its affiliates, 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 


 


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(collectively
“Products”):  (i) endoscopes, (ii)
endoscope disinfection or sterilization equipment or supplies, (iii) infection
control equipment, products, supplies or systems, (iv) products or services for
the dialysis, medical device reprocessing, or filtration and separation markets
or (v) any other product or product group hereafter manufactured, marketed,
sold, distributed or serviced by the Company after the date hereof whether
following an Acquisition Transaction or otherwise, in each case, which are the
same as or similar to or compete with, or have a usage allied to one or more
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.


 


5.4                                 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
or any of its affiliates to leave the employ of the Company or affiliate, or in
any way interfere with the relationship between the Company (or any of its
affiliates) and any other employee, or (ii) induce or attempt to induce any
customer, supplier, franchisee, licensee, distributor or other business
relation of the Company or any of its affiliates to cease doing business with
the


 


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Company or affiliate, or
in any way interfere with the relationship between any customer, franchisee or
other business relation and the Company and any of its affiliates without prior
written consent of the Board of Directors of the Company.


 


5.5                                 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.


 


6.                                       Miscellaneous
Provisions.


 


6.1                                 Section headings
are for convenience only and shall not be deemed to govern, limit, modify or
supersede the provisions of this Agreement.


 


6.2                                 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


 


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continue to be fully
effective.


 


6.3                                 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.


 


6.4                                 This
Agreement may be modified only by means of a writing signed by the party to be
charged with such modification.


 


6.5                                 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


 


6.6                                 This
Agreement shall inure to the benefit of, and shall be binding upon, the
Company, its successors and assigns, including, without limitation, any entity
that may


 


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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.


 


6.7                                 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:

  	
  /s/ Charles M. Diker

  	
   

  
	
   

  	
   

  	
  Charles
  M. Diker

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ James P. Reilly

  	
   

  
	
   

  	
  James
  P. Reilly

  
						



 


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