Exhibit 10.2
CURRENT FORM OF STERIS
CORPORATION
NONQUALIFIED STOCK OPTION
AGREEMENT FOR EMPLOYEES
STERIS CORPORATION
NONQUALIFIED STOCK OPTION
AGREEMENT-
, 20
This Agreement is between STERIS
Corporation (“STERIS”) and Optionee, with respect to
the grant of a Nonqualified Stock Option by STERIS to Optionee
pursuant to the STERIS Corporation 2006 Long-Term Equity Incentive
Plan (the “Plan”).
1. Grant of Option . STERIS
hereby grants to Optionee, as of the date (“Date of
Grant”) set forth above and in the Acknowledgment and
Acceptance Form accompanying this Agreement
(“Acknowledgment”) an option (the “Option”)
to purchase all or any number of an aggregate of STERIS Common
Shares as previously disclosed to Optionee and as reflected in the
records of STERIS, at an exercise price of the closing sales price
per share of STERIS’s Common Shares as of the Date of Grant
and as reported on the New York Stock Exchange Composite Tape (the
“Option Price”), upon and subject to the terms of this
Agreement and the Plan.
2. Documents Delivered with
Agreement. STERIS has delivered or made available to the
Optionee, along with this Agreement, the following documents:
(a) STERIS’s Policy Prohibiting the Improper Use of
Material Non-Public Information (the “Policy”);
(b) the Plan and its related Prospectus; (c) the
Nondisclosure and Noncompetition Agreement to be entered into
between STERIS and Optionee (the “Nondisclosure
Agreement”); (d) the Acknowledgment; and
(e) STERIS’s most recent Annual Report to Shareholders
and Form 10-K filed with the US Securities and Exchange
Commission. Acceptance and compliance with these documents is a
condition to the effectiveness of this grant of nonqualified stock
options. By accepting this Agreement or executing the
Acknowledgment, the Optionee acknowledges receipt, review and
acceptance of these documents and compliance with their
terms.
3. Terms and Conditions of
Option. The Option is a Nonqualified Option and shall not be
treated as an Incentive Stock Option. In addition to this
Agreement, the Option shall also be subject to all of the terms and
conditions of the Policy and Plan. The Option shall be effective
upon the Optionee’s acceptance of this Agreement and the
Nondisclosure Agreement, both of which shall be conclusively deemed
to have occurred either upon electronic acceptance or
STERIS’s receipt of the signed Acknowledgment. If Optionee
violates the terms of the Policy, the Plan, this Agreement, the
Nondisclosure Agreement, or any agreement with similar terms
previously entered into by Optionee (collectively “Prior
Agreements”), any and all options to purchase Common Shares
that were granted by STERIS to Optionee (including the Option
granted by this Agreement or any Prior Agreements) shall be
forfeited, void, and of no further force and effect.
4. Term of Option. Unless
earlier terminated pursuant to Section 11 of the Plan, the
Option shall terminate at the close of business on, and shall not
be exercisable at any time after
[ ].
5. Vesting. So long as
Optionee remains in the employ of STERIS, but subject to the terms
of this Agreement and the Plan (including Section 11 thereof,
the rules of which shall apply to this Agreement, including as
described in Section 16 of this Agreement), the Option shall
vest [as follows:
].
6. Exercise of Vested Option
. Except as otherwise provided in Section 11 of the Plan, the
rules of which shall apply to this Agreement, including as
described in Section 16 of this Agreement, the Option shall be
exercisable only while Optionee is in the employ of STERIS. To the
extent exercisable under the Agreement, the Option may be exercised
from time to time in whole or in part.
7. Method of Exercise . A
request to exercise the Option requires delivery of (a) the
Option Price payable in cash or by check acceptable to the Company
or by wire transfer of immediately available funds, or by such
other methods as may be approved by the Board or the Chief
Executive Officer or his delegatee or delegatees, as applicable and
(b) a written notice to STERIS identifying this Agreement and
specifying the number of Common
Shares as to which the Option is being
exercised. Subject to the terms of the Plan and this Agreement,
STERIS shall deliver to Optionee certificates representing the
Option promptly following such exercise.
8. Certain Determinations .
Application, violation, or other interpretation of the terms of
this Agreement, the Nondisclosure Agreement, the Plan, the Policy,
any Prior Agreement, or any STERIS policy shall be determined by
the Board or the Chief Executive Officer or his delegatee or
delegatees, if applicable, in their sole discretion, and such
determination shall be final and binding on Optionee.
9. Termination of the Plan; No
Right to Future Grants; No Right of Employment; Extraordinary Item
of Compensation . By entering into this Agreement, Optionee
acknowledges: (a) that the Plan is discretionary in nature and
may be suspended or terminated by STERIS at any time; (b) that
each grant of an Option is a one-time benefit which does not create
any contractual or other right to receive future grants of Options,
or benefits in lieu of Options; (c) that
