Exhibit
10(n)


RESTRICTED
STOCK AGREEMENT


 


CANTEL
MEDICAL CORP.


2006
EQUITY INCENTIVE PLAN


 


THIS
AGREEMENT is made effective as of this         
day of                         ,
             ,
by and between Cantel Medical Corp., a Delaware corporation (the “Company”),
and                                                   
(the “Participant”).


 


WITNESSETH:


 


WHEREAS,
the Participant is, on the date hereof, [an employee]
[non-employee member of the Board of Directors] of the Company or of
a Subsidiary of the Company; and


 


WHEREAS,
the Company wishes to grant a Restricted Stock Award to the Participant for
Shares of the Company’s Common Stock pursuant to the Company’s 2006 Equity
Incentive Plan (the “Plan”); and


 


WHEREAS,
the Committee has authorized the grant of a Restricted Stock Award to the
Participant;


 


NOW,
THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto agree as follows:


 


1.             Grant of
Restricted Stock Award. The Company hereby grants to the Participant
on the date set forth above a Restricted Stock Award (the “Award”) for                                         
(                )
Shares on the terms and conditions set forth herein, which Shares are subject
to adjustment pursuant to Section 4(c) of the Plan. Such Shares shall be issued
to the Participant for no cash consideration. The Company shall cause to be
issued one or more stock certificates representing such Shares in the
Participant’s name, and shall hold each such certificate until such time as the
risk of forfeiture and other transfer restrictions set forth in this Agreement
have lapsed with respect to the Shares represented by the certificate. The
Company shall place a legend on such certificates describing the risks of
forfeiture and other transfer restrictions set forth in this Agreement
providing for the cancellation of such certificates if the Shares are forfeited
as provided in Section 2 below. Until such risks of forfeiture have lapsed or
the Shares subject to this Award have been forfeited pursuant to Section 2
below, the Participant shall be entitled to vote the Shares represented by such
stock certificates and shall receive all dividends attributable to such Shares,
but the Participant shall not have any other rights as a shareholder with
respect to such Shares.


 


2.             Vesting
of Restricted Stock. (a) The Shares subject to this Award shall
remain forfeitable until the risks of forfeiture lapse according to the
following vesting schedule:


 


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  Cumulative
  Number

  
	
  Vesting
  Date

  	
   

  	
  of
  Shares

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


(b)                                 If
the Participant’s employment or other relationship with the Company (or a
Subsidiary of the Company) terminates at any time prior to a Vesting Date for
any reason, including the Participant’s voluntary resignation or retirement,
the Participant shall immediately forfeit all Shares subject to this Award
which have not yet vested and for which the risks of forfeiture have not
lapsed. The foregoing provision shall be subject to the terms of any employment
agreement or similar agreement between the Participant and the Company (or a
subsidiary of the Company) that covers the vesting or forfeiture of Shares.


 


3.             General
Provisions.


 


(a)                                  Employment or Other Relationship. This
Agreement shall not confer on the Participant any right with respect to the
continuance of employment or any other relationship with the Company or any
Subsidiary, nor will it interfere in any way with the right of the Company or
such Subsidiary to terminate such employment or relationship.


 


(b)                                 Mergers, Recapitalizations, Stock Splits, Etc. Pursuant
and subject to Section 4(c) of the Plan, certain changes in the number or
character of the Shares of the Company (through merger, reorganization,
consolidation, recapitalization, stock dividend, stock split, spin-off or
similar transaction) shall result in an adjustment, reduction, or enlargement,
as appropriate, in the number of Shares subject to this Award. Any additional
Shares that are credited pursuant to such adjustment shall be subject to the
same restrictions as are applicable to the Shares with respect to which the
adjustment relates.


 


(c)                                  Shares Reserved. The Company shall at
all times during the term of this Award reserve and keep available such number
of Shares as will be sufficient to satisfy the requirements of this Agreement.


 


(d)                                 Withholding Taxes. To permit the
Company to comply with all applicable federal and state income tax laws or
regulations, the Company may take such action as it deems appropriate to ensure
that, if necessary, all applicable federal and state payroll, income or other
taxes are withheld from any amounts payable by the Company to the Participant. If
the Company is unable to withhold such federal and state taxes, for whatever
reason, the Participant hereby agrees to pay to the Company an amount equal to
the amount the Company would otherwise be required to withhold under federal or
state law prior to the transfer of any certificates for the Shares subject to
this Award. Subject to such rules as
the Committee may adopt, the Committee may, in its sole discretion, permit the
Participant to satisfy such withholding tax obligations, in whole or in
part, by delivering Shares received pursuant to this


 


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Award having a Fair Market Value, as of the date the amount of tax to
be withheld is determined under applicable tax law, equal to the minimum amount
required to be withheld for tax purposes. Participant’s request to deliver Shares for purposes of such withholding
tax obligations shall be made on or before the date that triggers such
obligations or, if later, the date that the amount of tax to be withheld is
determined under applicable tax law. Participant’s request shall be approved by
the Committee and otherwise comply with such rules as the Committee may adopt
to assure compliance with Rule 16b-3 or any successor provision, as then in
effect, of the General Rules and Regulations under the Securities and Exchange
Act of 1934, if applicable.


 


(e)                                  2006 Equity Incentive Plan. The Award
evidenced by this Agreement is granted pursuant to the Plan, a copy of which
Plan has been made available to the Participant and is hereby incorporated into
this Agreement. This Agreement is subject to and in all respects limited and
conditioned as provided in the Plan. All defined terms of the Plan shall have
the same meaning when used in this Agreement. The Plan governs this Award and,
in the event of any questions as to the construction of this Agreement or in
the event of a conflict between the Plan and this Agreement, the Plan shall
govern, except as the Plan otherwise provides.


 


(f)                                    Scope of Agreement. This Agreement
shall bind and inure to the benefit of the Company and its successors and
assigns and of the Participant and any successor or successors of the
Participant.


 


(g)                                 Non-Assignability Of Shares. The Participant may not give, grant, sell,
exchange, transfer legal title, pledge, assign or otherwise encumber or dispose
of the Shares prior to vesting of the Shares in accordance with the terms of
this Agreement.


 


(h)                                 The Shares As Investment. By accepting the Award, the Participant
agrees for himself, his heirs and legatees that any and all Shares acquired
hereunder shall be acquired for investment and not for distribution. The
Participant, 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 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
sold 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


 


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registration
is not required under said Act, this certificate may be exchanged for a
certificate free from this legend.”


 


(i)                                     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.


 


ACCORDINGLY,
the parties hereto have caused this Agreement to be executed on the day and
year first above written.


 


	
   

  	
  CANTEL
  MEDICAL CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Participant

  
						



 


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