SCHEDULE B

  	
   

  	
  Exhibit
  10(m)

  



 


STOCK OPTION AGREEMENT made as of the        day of           ,
by and between CANTEL MEDICAL CORP., a Delaware
corporation with principal offices located at 150 Clove Road, Little Falls, New
Jersey 07424 (the “Company”), and                           
(the “Optionee”).


 


The
Company has adopted the 2006 Equity Incentive Plan, as amended (the “Plan”),
permitting the grant of stock options to employees of the Company or its
subsidiaries or any parent corporation of the Company. The Optionee, pursuant
to the Plan, is presently employed as an executive officer by the Company or
one of its subsidiaries. The Company is desirous of increasing the incentive of
the Optionee to exert his utmost efforts to improve the business and increase the
assets of the Company.


 


NOW, THEREFORE,
in consideration of the premises and for other good and valuable consideration,
receipt of which is hereby acknowledged, the Company, pursuant to the Plan,
hereby grants the Optionee the option to acquire shares of the common stock of
the Company upon the following terms and conditions:


 


1.             GRANT OF OPTION.


 


(a)           The Company hereby grants to the Optionee the
right and option (the “Option”) to purchase up to                     
shares of Common Stock, par value $.10 per share, of the Company (the “Shares”),
to be issued upon the exercise hereof, fully paid and non-assessable, during
the following periods:


 


(i)                           [No]
Shares may be purchased immediately [prior to                ];


 


(ii)           [an additional]                  
Shares may be purchased commencing                               ;
and


 


(iii)         an additional                  
Shares may be purchased commencing                           .


 


(b)           The Option granted hereby shall expire and
terminate at 5:00 p.m. local time in New York, New York on                                  
(the “Expiration Date”) at which time the Optionee shall have no further right
to purchase any Shares not then purchased.


 


(c)           The Option is not intended to qualify as an
Incentive Stock Option within the meaning of Section 422 of the Internal
Revenue Code.


 


 

















 


2.             EXERCISE PRICE. The exercise price of the Option shall be $          
per Share, and shall be payable in cash or by certified check; provided,
however, that in lieu of payment in full in cash or by such check, the exercise
price (or balance thereof) may be paid in full or in part by the delivery and
transfer to the Company of Shares already owned by the Optionee and having a
fair market value (as determined by the Board of Directors in its absolute
discretion) equal to the cash exercise price (or balance thereof) for the
number of Shares as to which the Option is being exercised. The Company shall
pay all original issue or transfer taxes on the exercise of the Option.


 


3.             EXERCISE OF OPTION. The Optionee shall notify the Company by
registered or certified mail, return receipt requested, addressed to its
principal office, as to the number of Shares which he desires to purchase under
the Option, which notice shall be accompanied by payment of the Option exercise
price therefore as specified in Paragraph 2 above. As soon as practicable after
the receipt of such notice, the Company shall, at its principal office or
another mutually convenient location, tender to the Optionee certificates
issued in the Optionee’s name evidencing the Shares purchased by the Optionee
hereunder.


 


4.             CONDITIONS OF EXERCISE.


 


(a)                                  The Optionee shall have the right to exercise
the Option only while he shall be in the full-time employ of the Company or any
of its subsidiaries, except that if the Optionee’s employment shall be
terminated for any reason other than his death, the Option may be exercised at
any time within three (3) months after the date of termination but only to the
extent that it was exercisable upon such date of termination and in no event
after the Expiration Date.


 


(b)                                  If the Optionee shall die while in the employ
of the Company or any of its subsidiaries, this Option may be exercised, to the
extent exercisable on the date of the Optionee’s death, by his executor,
administrator or other person at the time entitled by law to his rights under
this Option, at any time within three (3) months after such date of death, but
in no event after the Expiration Date.


 


5.             NON-ASSIGNABILITY OF OPTION. The Optionee may not give, grant, sell,
exchange, transfer legal title, pledge, assign or otherwise encumber or dispose
of the Option herein granted or any interest therein, otherwise than by will or
the laws of descent and distribution and, except as provided in Paragraph 4(b)
hereof, the Option may be exercisable only by the Optionee.


 


6.             THE SHARES AS INVESTMENT. By accepting the Option, the Optionee agrees
for himself, his heirs and legatees that any and all Shares purchased upon the
exercise thereof shall be acquired for investment and not for distribution. Upon
the issuance of any or all of the Shares subject to the Option, the Optionee,
or his heirs or legatees receiving such Shares, shall, if so requested by the
Company, deliver to the Company a representation in writing that such Shares
are being acquired in good faith for investment and not for distribution and
shall make such other or additional representations and agreements and furnish
such information as the Company may in its reasonable discretion deem necessary
or desirable to assure compliance


 


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by
the Company, on terms acceptable to the Company, with provisions of the
Securities Act of 1933 and any other applicable legal requirements. The Company
may place a “stop transfer” order with respect to such Shares with its transfer
agent and may place an appropriate restrictive legend on the certificate(s)
evidencing such Shares in substantially the following form:


 


“The securities represented by this certificate have
not been registered under the Securities Act of 1933. The securities have been
acquired for investment and may not be pledged or hypothecated and may not be
sole or transferred in the absence of an effective Registration Statement for
the securities under the Securities Act of 1933 or an opinion of counsel to the
Company that registration is not required under said Act. In the event that a
Registration Statement becomes effective covering the securities or counsel to
the Company delivers a written opinion that registration is not required under
said Act, this certificate may be exchanged for a certificate free from this
legend.”


 


7.             RESTRICTION ON ISSUANCE OF SHARES. If at any time the Company shall reasonably
determine that the listing, registration or qualification of the Shares subject
to this Option upon any securities exchange or under any state or federal law,
or the consent or approval of any governmental regulatory body, are necessary
or desirable in connection with the issuance or purchase of the Shares subject
thereto, this Option may not be exercised in whole or in part unless such
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Company. The
Optionee shall have no rights against the Company if this Option is not
exercisable by virtue of the foregoing provision.


 


8.             ADJUSTMENTS UPON CHANGES IN
CAPITALIZATION.


 


(a)                                  In the event of changes in the outstanding
Shares by reason of stock dividends, split-ups, recapitalizations, mergers,
consolidations, combination, exchanges of shares, separations, reorganizations,
liquidations and the like, the number of Shares issuable upon the exercise of
the Option and the exercise price thereof shall be correspondingly adjusted by
the Company. No adjustment shall be made, however, with respect to stock
dividends or splits which do not exceed 5% in any fiscal year, cash dividends
or the issuance to the Company’s shareholders of rights to subscribe for
additional Shares or other securities.


 


(b)                                  Any adjustment in the number of Shares shall
apply proportionately to only the then unexercised portion of the Option. If
fractional Shares would result from any such adjustment, the adjustment shall
be revised to the next higher whole number.


 


9.             NO RIGHTS AS SHAREHOLDERS. The Optionee shall have no rights as a
shareholder in respect of the Shares as to which the Option shall not have been
exercised and payment made as herein provided.


 


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10.          EFFECT UPON EMPLOYMENT. This Agreement does not give nor shall it be
construed as giving the Optionee any right to continued employment by the
Company or any of its subsidiaries.


 


11.          CONFLICT BETWEEN OPTION AGREEMENT
AND PLAN.
In the event there are any
conflicts between this Agreement and the terms and conditions of the Plan, the
terms and conditions of the Plan shall control.


 


12.          BINDING EFFECT. Except as herein otherwise expressly
provided, this Agreement shall be binding upon and shall inure to the benefit
of the parties hereto, their legal representatives and assigns.


 


13.          GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New Jersey applicable to
agreements made and to be performed wholly within the State of New Jersey.


 


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first
above written.


 


 


	
   

  	
  CANTEL
  MEDICAL CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
                   Employee

  



 


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