Exhibit 10.4
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. The Option is granted as
additional consideration for services to be rendered by Optionee as
a Director of STERIS during the Annual Term commencing on the date
of the 20 Annual Meeting and
continuing through the date of the Annual Meeting of the
shareholders of STERIS to be held in 20
.
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) a copy of STERIS’s Policy Prohibiting the
Improper Use of Material Non-Public Information (the
“Policy”); (b) the Plan and its related
Prospectus; (c) two copies of an acknowledgment form (the
“Acknowledgment Form”); and (d) 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, 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 Acknowledgment Form. If
Optionee violates the terms of the Policy, the Plan, or this
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. The Option
shall be exercisable not earlier than
, 20 and shall terminate at the
close of business on, and shall not be exercisable at any time
after
, 20 , except as provided in
Section 11(d) of the Plan.
5. Exercise of Option .
Except as otherwise provided in Section 11 of the Plan, the
rules of which shall apply to this Agreement, the Option shall be
exercisable only while Optionee is a Director of STERIS. To the
extent exercisable under the Agreement, the Option may be exercised
from time to time in whole or in part.
6. 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
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