Exhibit 10.3
STERIS CORPORATION
NONQUALIFIED STOCK OPTION
AGREEMENT
This Agreement is between STERIS
Corporation (“STERIS”) and [Optionee’s
Name] (“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”). (Capitalized terms used in this Agreement and
not otherwise defined have the meanings assigned to them in the
Plan.)
1. Grant of Option . STERIS
hereby grants to Optionee, as of
, 20 an option (the
“Option”) to purchase all or any number of an aggregate
of [Number of Shares] STERIS Common Shares, at an exercise
price of $ .
per share 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 two copies of 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) two
execution copies of a Nondisclosure and Noncompetition Agreement to
be entered into between STERIS and Optionee (the
“Nondisclosure Agreement”); (d) two copies of an
acknowledgement form (the “Acknowledgement Form”); and
(e) STERIS’s most recent Annual Report to Shareholders
and Form 10-K filed with the U.S. Securities and Exchange
Commission. By executing this Agreement, the Optionee acknowledges
receipt and review of these documents.
3. Terms and Conditions of
Option. The Option is a Nonqualified Option and shall not be
treated as an Incentive Stock Option. Except as otherwise provided
in this Agreement, the Option shall be subject to all of the terms
and conditions of the Plan. As a condition to the effectiveness of
the Option, Optionee must return to STERIS signed copies of
(a) this Agreement and (b) the Nondisclosure Agreement,
and (c) the Acknowledgment Form. If Optionee violates the
terms of the Policy, the Plan, or this Agreement, the Nondisclosure
Agreement, or any agreement with similar terms previously entered
into (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,
, 20 .
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 and first become exercisable in equal increments (excluding
any fractional shares) as follows:
[TO BE PROVIDED]
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
1
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 shares as soon as administratively feasible following such
exercise.
8. Certain Determinations .
Application, violation, or other interpretation of the terms of
this 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
its sole discretion, and its determination shall be final and
binding on Optionee and STERIS.
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
