Exhibit 10.2
A MENDED AND R ESTATED A DOPTION A GREEMENT
THIS AMENDED AND RESTATED ADOPTION
AGREEMENT is adopted by STERIS Corporation (the
“Employer”) in connection with the STERIS
Corporation Deferred Compensation Plan, as amended from time to
time.
W I T N E S S E T H:
WHEREAS, the Employer adopted the
Plan as an unfunded, nonqualified deferred compensation plan
through its execution of an Adoption Agreement effective
September 1, 2006; and
WHEREAS, the Employer desires to
amend the provisions of the Adoption Agreement to comply with the
requirements of Section 409A of the Code and the regulations
thereunder and to make certain technical changes;
NOW, THEREFORE, the Employer hereby
amends and restates the Adoption Agreement effective
September 1, 2006 so that the Adoption Agreement provides as
follows:
A RTICLE I
Terms used in this Adoption
Agreement shall have the same meaning as in the Plan, unless some
other meaning is expressly herein set forth. The Employer hereby
represents and warrants that the Plan has been adopted by the
Employer upon proper authorization and the Employer hereby elects
to adopt the Plan for the benefit of its Participants as referred
to in the Plan. By the execution of this Adoption Agreement, the
Employer hereby agrees to be bound by the terms of the
Plan.
A RTICLE II
The Employer hereby makes the
following designations or elections for the purpose of the
Plan:
2.6 Committee:
The duties of the Committee set
forth in the Plan shall be satisfied by and the term
“Committee” shall mean:
|
|
|
|
|
|
|
(a)
|
|
The
administrative committee of at least three individuals appointed by
the Board to serve at the pleasure of the Board.
|
|
|
|
|
|
(b)
|
|
Employer.
|
|
|
|
|
XX
|
|
(c)
|
|
Other
(specify): The Oversight Committee for the STERIS Corporation
401(k) Plan (“Oversight Committee”) or, in the case of
any determinations or actions specific to a Participant who is an
officer (as defined in Rule 16a-1(f) promulgated under the
Securities Exchange Act of 1934 or in any successor to such Rule),
the Compensation and Corporate Governance Committee of the Board of
Directors of STERIS or such Board of Directors. Any actions or
determinations which the Oversight Committee is authorized to take
or make may be taken or made by the Compensation and Corporate
Governance Committee. Any actions or determinations which the
Compensation and Corporate Governance Committee is authorized to
take or make may be taken or made by the Board of Directors of
STERIS.
|
2.7 Compensation:
The “Compensation” of a
Participant shall mean all of a Participant’s:
|
|
|
|
|
|
|
(a)
|
|
Base
salary.
|
|
|
|
|
XX
|
|
(b)
|
|
Service
Bonus.
|
|
|
|
|
XX
|
|
(c)
|
|
Performance-Based Compensation earned in a
period of 12 months or more.
|
|
|
|
|
XX
|
|
(d)
|
|
Commissions.
|
|
|
|
|
|
(e)
|
|
Compensation
received as an Independent Contractor reportable on Form
1099.
|
1
|
|
|
|
|
|
|
|
|
XX
|
|
(f)
|
|
Other: Base
salary, before giving effect to contributions made by the
Participant through a salary reduction agreement with an Employer
to a Code Section 401(k), 403(b), 408(k), 408(p) or 457
deferred compensation arrangement or an executive nonqualified
deferred compensation arrangement, including the Plan, and before
giving effect to amounts contributed to fringe benefits by the
Participant under a Code Section 125 plan.
|
2.8 Crediting Date:
The Deferred Compensation Account of
a Participant shall be credited with the amount of any Participant
Deferral to such account at the time designated below:
|
|
|
|
|
|
|
(a)
|
|
The last
business day of each Plan Year.
|
|
|
|
|
|
(b)
|
|
The last
business day of each calendar quarter during the Plan
Year.
|
|
|
|
|
|
(c)
|
|
The last
business day of each month during the Plan Year.
|
|
|
|
|
|
(d)
|
|
The last
business day of each payroll period during the Plan
Year.
|
|
|
|
|
|
(e)
|
|
Each pay day as
reported by the Employer.
|
|
|
|
|
|
(f)
|
|
Any business
day on which the Participant Deferral is received by the
|
|
|
|
|
|
|
|
Provider.
|
|
|
|
|
XX
|
|
(g)
|
|
Other: Any
business day on which the Participant Deferral is received by
Principal Life Insurance Company.
|
2.12 Effective
Date:
|
|
|
|
|
|
XX
|
|
(a)
|
|
This is a
newly-established Plan, and the Effective Date of the Plan is
September 1, 2006.
|
|
|
|
|
|
(b)
|
|
This is an
amendment and restatement of a plan named
|
|
|
|
|
|
|
|
with
an effective date of
.
|
|
|
|
|
|
|
|
The Effective
Date of this amended and restated Plan is
.
|
|
|
|
|
|
|
|
This is
amendment number
.
|
2.18 Normal Retirement
Age: The Normal
Retirement Age of a Participant shall be:
|
|
|
|
|
|
XX
|
|
(a)
|
|
Age
65.
|
|
|
|
|
|
(b)
|
|
The later of
age
or
the
anniversary
of the participation commencement date. The participation
commencement date is the first day of the first Plan Year in which
the Participant commenced participation in the Plan.
|
|
|
|
|
|
(c)
|
|
Other:
.
|
2.22 Participating
Employer(s): As of the
Effective Date, the following entities are designated by STERIS
Corporation as Participating Employer(s) under the Plan, all with
the same address and telephone number set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STERIS Corporation
|
|
5960 Heisley Road
|
|
(440) 354-2600
|
|
34-1482024
|
|
|
Mentor, OH 44060
|
|
|
|
|
|
|
|
|
|
|
EIN
|
|
American Sterilizer Company
|
|
25-0320960
|
|
SterilTek, Inc.
|
|
94-3350306
|
|
Isomedix Operations Inc.
|
|
22-2773397
|
|
STERIS, Inc.
|
|
91-1904549
|
|
Strategic Technology Enterprises,
Inc.
|
|
01-0694100
|
|
STERIS Isomedix Services, Inc.
|
|
20-2091512
|
|
STERIS Personnel Services, Inc.
|
|
20-5763617
|
2
2.24 Plan:
The name of the Plan as applied to
the Employer is
STERIS C ORPORATION D EFERRED C OMPENSATION P LAN
2.25 Plan
Administrator: The Plan
Administrator shall be:
|
|
|
|
|
|
|
(a)
|
|
Committee.
|
|
|
|
|
|
(b)
|
|
Employer.
|
|
|
|
|
XX
|
|
(c)
|
|
Other: STERIS
Corporation.
|
2.27 Plan Year:
The Plan Year shall end each year on
the last day of the month of December.
2.35 Trust:
|
|
|
|
|
|
XX
|
|
(a)
|
|
The Employer
does desire to establish a “rabbi” trust for the
purpose of setting aside assets of the Employer contributed thereto
for the payment of benefits under the Plan.
|
|
|
|
|
|
(b)
|
|
The Employer
does not desire to establish a “rabbi” trust for
the purpose of setting aside assets of the Employer contributed
thereto for the payment of benefits under the Plan.
|
|
|
|
|
|
(c)
|
|
The Employer
desires to establish a “rabbi” trust for the purpose of
setting aside assets of the Employer contributed thereto for the
payment of benefits under the Plan upon the occurrence of a
Change in Control.
|
4.1 Participant Deferral
Credits: Subject to the
limitations in Section 4.1 of the Plan, a Participant may
elect to have his Compensation (as selected in Section 2.7 of
this Adoption Agreement) deferred within the annual limits below by
the following percentage or amount as designated in writing to the
Committee:
|
|
|
|
|
|
XX
|
|
(a)
|
|
Base salary, as
defined in Section 2.7(f):
|
|
|
|
|
|
|
|
maximum deferral:
$
or 25%
|
|
|
|
|
XX
|
|
(b)
|
|
Service
Bonus:
|
|
|
|
|
|
|
|
maximum deferral:
$
or 100%
|
|
|
|
|
XX
|
|
(c)
|
|
Performance-Based Compensation:
|
|
|
|
|
|
|
|
maximum deferral:
$
or 100%
|
|
|
|
|
XX
|
|
(d)
|
|
Other:
Commissions.
|
|
|
|
|
|
|
|
maximum deferral:
$
or 100%
|
|
|
|
|
|
(e)
|
|
Participant
deferrals not allowed.
|
4.2 Employer Credits:
The Employer will make Employer
Credits in the following manner:
|
|
|
|
|
|
|
(a)
|
|
Employer
Discretionary Credits: The Employer may make discretionary credits to
the Deferred Compensation Account of each Participant in an amount
determined as follows:
|
|
|
|
|
|
|
|
(i) An amount
determined each Plan Year by the Employer.
|
|
|
|
|
|
|
|
(ii) Other:
.
|
|
|
|
|
|
(b)
|
|
Employer
Profit Sharing Credits: The Employer may make profit sharing credits to
the Deferred Compensation Account of each Active Participant in an
amount determined as follows:
|
|
|
|
|
|
|
|
(i) An amount
determined each Plan Year by the Employer.
|
|
|
|
|
|
|
|
(ii) Other:
.
|
|
|
|
|
XX
|
|
(c)
|
|
Other: The Employer may make discretionary credits to
the Deferred Compensation Accounts of such Participants as
determined by the Compensation and Corporate Governance Committee
of the Board of Directors of STERIS or such Board of Directors,
which may be made to all or less than all the
Participants.
|
|
|
|
|
|
(d)
|
|
Employer
Credits not allowed.
|
3
5.3 Death of a
Participant: If the
Participant dies while in Service, the Employer shall pay a benefit
to the Beneficiary in an amount equal to the vested balance in the
Deferred Compensation Account of the Participant determined as of
the date payments to the Beneficiary commence, plus:
|
|
|
|
|
|
|
(a)
|
|
An amount to be
determined by the Committee.
|
|
|
|
|
|
(b)
|
|
Other:
.
|
|
|
|
|
XX
|
|
(c)
|
|
No additional
benefits.
|
5.4 In-Service
Distributions: In-service
distributions are permitted under the Plan:
|
|
|
|
|
|
XX
|
|
(a)
|
|
Yes, with
respect to:
|
|
|
|
|
|
|
|
Participant
Deferral Credits only.
|
|
|
|
|
|
|
|
Employer
Credits only.
|
|
|
|
|
|
|
|
XX
Participant Deferral and
Employer Credits.
|
|
|
|
|
|
|
|
In-service
distributions may be made in the following manner:
|
|
|
|
|
|
|
|
XX Single
lump sum payment.
|
|
|
|
|
|
|
|
XX Annual
installment payments over no more than 10 years.
|
|
|
|
|
|
|
|
If applicable,
amounts not vested at the specified time of distribution will
be:
|
|
|
|
|
|
|
|
Forfeited
|
|
|
|
|
|
|
|
Distributed
annually when vested
|
|
|
|
|
|
(b)
|
|
No in-service
distributions permitted.
|
5.5 Education
Distributions: Education
accounts are permitted under the Plan:
|
|
|
|
|
|
|
(a)
|
|
Yes, with
respect to:
|
|
|
|
|
|
|
|
Participant
Deferral Credits only.
|
|
|
|
|
|
|
|
Employer
Credits only.
|
|
|
|
|
|
|
|
Participant
Deferral and Employer Credits.
|
|
|
|
|
|
|
|
Education
distributions may be made in the following manner:
|
|
|
|
|
|
|
|
Single
lump sum payment.
|
|
|
|
|
|
|
|
Annual
installment payments over no more than
years.
|
|
|
|
|
|
|
|
If applicable,
amounts not vested at the specified time of distribution will
be:
|
|
|
|
|
|
|
|
Forfeited
|
|
|
|
|
|
|
|
Distributed
annually when vested
|
|
|
|
|
XX
|
|
(b)
|
|
No education
distributions permitted.
|
5.6 Change in Control:
Participant may elect to receive
distributions under the Plan upon a Change in Control:
|
|
|
|
|
|
XX
|
|
(a)
|
|
Yes,
Participants may elect upon initial enrollment to have accounts
distributed upon a Change in Control.
|
|
|
|
|
|
(b)
|
|
Participants
may not elect to have accounts distributed upon a Change in
Control.
|
4
6.1 Payment Options:
Any benefit payable under the Plan
upon a Qualifying Distribution Event may be made to the Participant
or his Beneficiary (as applicable) in any of the following payment
forms, as selected by the Participant in the Participant Deferral
Agreement:
|
|
|
|
|
|
|
|
1.
|
|
Separation from
Service other than Retirement or Death
|
|
|
|
|
|
|
XX
|
|
(a)
|
|
A lump sum in
cash upon the date of the Qualifying Distribution Event.
|
|
|
