Exhibit
10(z)


EMPLOYMENT AGREEMENT


 


AGREEMENT dated as of this 28th day of August, 2006, by and between Mar Cor
Purification, Inc., a Pennsylvania corporation (the “Company”) and Curtis
Weitnauer (the “Employee”).


 


R  E  C  I  T  A  L
S:


 


Employee
is to be employed as President 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 on the date hereof (the “Effective Date”) and ending, unless sooner
terminated in accordance with the provisions of Section 4 hereof, on July 31,
2009 (the “Employment Period”). As used in this Agreement, the term “Contract
Year” shall refer to the period commencing on the Effective Date and ending
July 31, 2007 (with respect to the initial Contract Year) and each twelve-month
period thereafter during the term of this Agreement.


 


2.             Scope of Duties.


 


2.1           Employee will be employed by the Company as President. Employee will
also serve, without additional compensation hereunder, as President of Biolab
Equipment Ltd. (“Biolab”), an affiliate of the Company. Employee will have such
authority, powers and duties customarily attendant upon such position. In
particular, Employee will have complete general management responsibilities for
all operations of the Mar Cor Purification (“MCP”) operating segment of Cantel
Medical Corp. (“Cantel”), the parent company of the Company and Biolab, and,
subject to Board approval, will be responsible for setting and implementing the
direction and strategies of MCP to enable it to achieve profitable growth and
meet financial objectives. Employee will also be a key participant in assisting
with the search for and evaluation of acquisition candidates of MCP.


 


2.2           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. Notwithstanding


 


 

















 


anything
to the contrary contained herein, Employee may serve on the board of directors
of not-for-profit entities, provided such entities are not competitors of MCP
and such activities do not materially interfere with Employee’s duties
hereunder. Service on the board of directors of any other entities will require
prior consent of the Board of Directors of the Company. Employee acknowledges
that MCP currently has major offices in or around Toronto, Philadelphia, Boston
and Minneapolis. Employee will be based out of the Minneapolis office (in
Plymouth, MN) and will report to the Executive Vice President and Chief
Operating Officer of Cantel (Andrew A. Krakauer).


 


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 an
annual base salary (“Base Salary”) of $220,000. The Base Salary will be payable
at such regular times and intervals as the Company customarily pays its
executive officers from time to time, but in no event less frequently than
every second week. In addition, the Base Salary will 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 will be the month ended May
31, 2006 (the “Base Period”). If the Consumer Price Index for the month of May
in any Contract Year, commencing in 2007, is greater than the Consumer Price
Index for the Base Period, then the Base Salary will 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 will 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. Employee will be eligible to participate in
MCP’s Management Incentive Compensation program (MICP) for the full fiscal year
ending July 31, 2007. Employee’s MICP level will be set at 35% of Base Salary,
with “earned incentives” predicated upon the achievement of specific individual
and MCP objectives.


 


3.3                                 Stock Options. The Company agrees to cause the grant to
Employee as of the date hereof of an option (the “Option”) to purchase thirty
thousand (30,000) shares of Common Stock, par value $.10 per share of Cantel. The
Option will be a non-ISO granted under Cantel’s 1997 Employee Stock Option Plan
(the “Plan”) pursuant to a separate option agreement in the form annexed hereto
as Exhibit A. The Option will have an option exercise price per share equal to
the fair market value of Cantel’s Common Stock on the date preceding the date
hereof determined in accordance with the Plan. The Option will have a five-year
term and vest in three equal annual installments, the first to occur on the
first anniversary of the date hereof, the second on July 31, 2008 and the third
on July 31, 2009.


 


2

















 


3.4           Other Benefits.


 


3.4.1                        During the Employment Period, Employee will
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 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 will be entitled to participate in the Company’s 401(k) benefit plan.


 


3.4.2                        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 will procure and maintain term life insurance on
the life of Employee in the face amount of $250,000. Employee will be the owner
of such life insurance policy and will have the absolute right to designate the
beneficiaries thereunder. The Company will 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. The foregoing “executive” benefit
is in addition to the “standard” life insurance benefit of one and one-half
times Employee’s annual Base Salary through the Company’s employee benefits
program.


 


3.4.3                        During the Employment Period, Employee will
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 will
also be entitled to receive, in accordance with MCP’s company-wide policy,
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 will be responsible for keeping appropriate records
regarding the use of said automobile, as instructed by the Company or its accountants.


 


3.4.4                        During the Employment Period, Employee will
be entitled to Paid Time Off (PTO) equivalent to four weeks during the first
Contract Year and each subsequent Contract Year during the Employment Period.
PTO is accrued based on Employee’s actual hours worked. Employee will also be
eligible for three floating holidays during the current calendar year and six
floating holidays beginning January 1, 2007. All vacations will be scheduled at
the mutual convenience of the Company and Employee and shall in no event exceed
two consecutive weeks without the prior approval of the Executive Vice
President, Chief Operating Officer of Cantel. Employee will become eligible to
use accrued PTO and the floating holidays after 90 days of employment
hereunder.


 


3

















 


3.4.5                        The Company will reimburse Employee for
reasonable out-of-pocket expenses incurred in furtherance of the business of
the Company (consistent with MCP’s expense reimbursement policy in effect from
time to time), including without limitation, entertainment, professional dues
and similar items, upon the presentation of appropriate receipts or vouchers
therefor, consistent with MCP’s policy applicable to executives generally.


 


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 will 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 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 will immediately terminate on the date thereof.


 


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 5 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 or the Executive Vice
President of Cantel, which demand specifically identifies the manner in which
such officer believes that Employee has willfully failed or refused to carry
out MCP’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 sale by
Cantel of more than 50% of its ownership interest in the Company, (2) the sale
by the Company of all or substantially all of its assets, or (3) the sale of
the Company by Cantel through a merger, consolidation or other transaction
whereby the Company is no longer a direct or indirect subsidiary of Cantel,
provided in each such case that neither Employee nor an affiliate of Employee
is the party acquiring the Company (or its assets). Any Termination Notice given


 


4

















 


by Employee hereunder must be given within ninety (90) days following
the occurrence of the event giving rise to such termination.


 


4.5                                 In the event Employee’s employment is
terminated by reason of the provisions of Section 4.1 or 4.2, then in such
event, the Company will 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
death or disability occurred during the three-month period following such death
or disability. Except for such Base Salary, the Company will 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                                 Upon termination of Employee’s employment
under Section 4.3, the Company will 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 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 will
pay to Employee in a lump sum, within ten (10) days following the termination
date, an amount equal to one hundred percent (100%) of (i) the Base Salary and
Incentive Compensation paid or accrued by the Company to Employee with respect
to the most recently completed Contract Year, if such termination occurs after
the end of the first Contract year or (ii) $220,000, if such termination occurs
prior to the end of the first Contract Year. Except for such payments, the
Company will have no further obligation under this Agreement to make any
payments to Employee or to bestow any benefits on Employee after the
termination date.


 


4.8                                 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 and children)
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.


 


4.9                                 If (i) the Company does not offer to enter
into a new employment agreement with Employee upon the expiration of the
Employment Period (with compensation terms at least as favorable to Employee as
under the terms of this Agreement) and (ii) Employee’s employment with the
Company terminates upon expiration of the Employment Period or is terminated by
the Company or Employee during the first three months thereafter (if Employee
continues his employment without an employment agreement) for any reason


 


5

















 


whatsoever, other than termination by the Company for “cause” (as
defined in Section 4.3), then Employee will be entitled, as severance, to
continue receiving his base salary in effect at the time of termination (which will
not be lower than the Base Salary in effect at the time of the expiration of
the Employment Period) for a period of six months following the date 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 will continue payments to Employee of his Base Salary through (i)
July 31, 2009 or (ii) the end of the six month period following the termination
date, whichever is longer. The foregoing will be Employee’s exclusive right and
remedy against the Company in the event of such termination.


 


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


 


The
term “Company,” for purposes of this Section 5 only shall be deemed to include
Cantel Medical Corp., Crosstex International, Inc., Minntech Corporation,
Biolab Equipment Ltd., Mar Cor Purification, Inc., Saf-T-Pak, Inc., and other current
or future affiliates of the Company, except where the context suggests, or it
is expressly stated, otherwise.


 


5.1                                 Confidential Information. Employee acknowledges that the Company
possesses confidential information, know-how, customer lists, manufacturing,
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 President of the Company, 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 currently has knowledge
(whether learned by him as a director, officer, employee or shareholder of the
Company or otherwise) or which he shall become informed during his employment
hereunder, 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 legally required to do so or 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                        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


 


6

















 


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 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 to the business of MCP
or to the actual or demonstrably anticipated research or development of MCP;
and


 


(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 execution of documents and instruments and the giving
of testimony, that in the reasonable 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 reasonably 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 proposed acquisition transactions (including property of
the proposed target companies) or the business, products, practices or
techniques of the Company, and all other property (e.g., computers and related
equipment), 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 (or a supplier,
customer, other business relation of the Company) or a proposed target company
in an acquisition transaction, which in any of these cases are in his
possession or under his control.


 


7

















 


5.3                                 Non-Compete. During the Employment Period and for a
period of two years following the termination of Employee’s employment
hereunder (the “Non-Compete/Non-Interference Period”), 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 United States or Canada that is competitive with the
business of MCP, provided, however, that the foregoing shall not be deemed to
prevent the ownership by Employee of up to three (3%) percent of any class of
securities of any corporation which is regularly traded on any stock exchange
or over-the-counter market. For purposes of this Agreement, a business that is competitive
with the business of MCP will be deemed to include only the design,
manufacture, marketing, sale, distribution or service of any of the following
products or services with respect to water purification applications of MCP:  (i) water filters and membranes, (ii) water
purification equipment, (iii) pH neutralization systems, (iv)service
deionization and carbon exchange products and services, (v) process pipe and
fittings, valves, pumps, conditioning equipment, and process controls and (vi)
any addition product or service areas entered into by MCP during the Employment
Period. The Company acknowledges that its water purification business and
applications do not currently include, among other things, desalination,
municipality or steam generation.


 


5.4                                 Non-interference. Employee further agrees that during the
Non-Compete/Non-Interference Period, he will not without prior written consent
of the President of the Company (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, 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, supplier,
distributor, or other business relation and the Company.


 


5.5                                 Enforcement. Employee agrees that the remedy at law for
any breach of the covenants contained in Article 5 of this Agreement would be
difficult to ascertain and therefore, in the event of breach or threatened
breach of any such covenants, the Company, in addition to any other remedy,
shall have the right to enjoin Employee from any threatened or actual
activities in violation thereof and Employee hereby consents and agrees that
temporary and permanent injunctive relief may be granted in any proceeding
brought to enforce any such covenants without the necessity of proof of actual
damages. If any portion of the restrictions set forth in Article 5 of this
Agreement should, for any reason whatsoever, be declared invalid by a court of
competent jurisdiction, the validity or enforceability of the remainder of such
restrictions shall not thereby be adversely affected. Employee declares that
the territorial and time limitations set forth, as well as the scope of the
restrictions, in Sections 5.3 and 5.4 above are reasonable and properly
required for the adequate protection of the Company. In the event any such
territorial or time limitation or scope of restriction is deemed to be
unreasonable by a court of competent jurisdiction, the parties agree to the
reduction of the territorial or time limitation or scope of restriction to the
area or period or scope that such court shall deem reasonable. For purposes of
clarity of this Section 5.5, the parties agree that Employee may not oppose or
object to temporary or permanent injunctive relief as being an appropriate and
proper remedy for a


 


8

















 


breach or threatened breach of a covenant contained in Article 5 of
this Agreement, but Employee may defend himself against the claimed breach or
threatened breach itself.


 


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 Pennsylvania and shall be governed pursuant to the law of the State of Pennsylvania.
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.


 


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:

  
	
   

  	
   

  
	
   

  	
  Mar Cor Purification, Inc.

  
	
   

  	
  4450 Township Line Rd.

  
	
   

  	
  Skippack, PA 19474-1429

  
	
   

  	
  Attention: Andrew A. Krakauer

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
  Cantel Medical Corp.

  
	
   

  	
  150 Clove Road

  
	
   

  	
  Little Falls, NJ 07424

  
	
   

  	
  Attention: General Counsel

  
	
   

  	
   

  
	
   

  	
  If
  to Employee:

  
	
   

  	
   

  
	
   

  	
  Curtis Weitnauer

  
	
   

  	
  5365 139th Street NW

  
	
   

  	
  Zimmerman, MN 55398

  



 


9

















 


6.6           This Agreement shall inure to the benefit of, and shall be binding
upon, the Company and Employee. This Agreement may not be assigned by the
Company or Employee, except for an assignment by the Company to an affiliate of
the Company.


 


6.7           This Agreement may be executed in separate counterparts, including via
facsimile, each of which shall constitute the original hereof.


 


6.8           The execution and delivery of this Agreement by the Company has been
authorized and approved by all requisite corporate action.


 


6.9           Employee represents and warrants to the
Company that subsequent to entering into the Executive Retention Agreement
dated as of November 20, 2003 between Employee and GE Osmonics, Inc., Employee
has not entered into any severance
agreement, non-compete agreement, employment agreement or other similar agreement
to which Employee is a party or by which Employee is bound.


 


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


 


	
   

  	
  MAR
  COR PURIFICATION, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/
  Andrew A. Krakauer

  	
   

  
	
   

  	
           Andrew
  A. Krakauer, President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Curt Weitnauer

  	
   

  
	
   

  	
  Curt
  Weitnauer

  
					



 


10