Exhibit 10.1
CURRENT FORM OF STERIS
CORPORATION
RESTRICTED STOCK AGREEMENT FOR
EMPLOYEES
STERIS CORPORATION
RESTRICTED STOCK AGREEMENT-
, 20
This Agreement is between STERIS
Corporation (“STERIS”) and Grantee, with respect to the
grant of shares of STERIS restricted stock to Grantee pursuant to
the STERIS Corporation 2006 Long-Term Equity Incentive Plan (the
“Plan”).
1. Grant of Restricted Shares
. STERIS hereby grants to Grantee, as of the date (“Date of
Grant”) set forth above and in the Acknowledgment and
Acceptance Form accompanying this Agreement
(“Acknowledgment”), shares of STERIS restricted stock
as previously disclosed to Grantee and as reflected in the records
of STERIS (“Restricted Shares”), at a value 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, upon and subject to the terms of this Agreement and
the Plan. The Restricted Shares covered by this Agreement shall be
issued to the Grantee effective upon the Date of Grant. The Common
Shares subject to this grant of Restricted Shares shall be
registered in the Grantee’s name and shall be fully paid and
nonassessable. Any certificate or other evidence of ownership shall
bear an appropriate legend referring to the restrictions
hereinafter set forth.
2. Documents Delivered with
Agreement. STERIS has delivered or made available to the
Grantee, 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 Grantee (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 restricted shares.
By accepting this Agreement or executing the Acknowledgment, the
Grantee acknowledges receipt, review and acceptance of these
documents and compliance with their terms.
3. Restrictions on Transfer of
Shares. The Common Shares subject to this grant of Restricted
Shares may not be sold, exchanged, assigned, transferred, pledged,
encumbered or otherwise disposed of by the Grantee, except to
STERIS, unless the restrictions on the Restricted Shares expire or
lapse as provided in Section 4 hereof (“Vest” or
“Vesting”); provided, however, that the Grantee’s
rights with respect to such Common Shares may be transferred by
will or pursuant to the laws of descent and distribution. Any
purported transfer or encumbrance in violation of the provisions of
this Section 3 shall be void, and the other party to any such
purported transaction shall not obtain any rights to or interest in
such Common Shares. STERIS in its sole discretion, when and as
permitted by the Plan, may waive the restrictions on
transferability with respect to all or a portion of the Common
Shares subject to this grant of Restricted Shares.
4. Vesting of Restricted
Shares . Subject to the terms of this Agreement and the Plan
(including Section 11 thereof, the rules of which shall apply
to this Agreement), all of the Restricted Shares covered by this
Agreement shall Vest on
[ ]
or, if
[ ]
is not a trading day on the New York Stock Exchange, the first
trading day thereafter (the day on which the Shares become
nonforfeitable being referred to herein as the “Vesting
Date”), provided the Grantee must remain in the continuous
employ of STERIS or a Subsidiary through the Vesting
Date.
5. Forfeiture of Shares .
Subject to the terms of this Agreement and the Plan (including
Section 11 thereof, the rules of which shall apply to this
Agreement), the Restricted Shares shall be forfeited if the Grantee
violates the policy, this Agreement, or the Nondisclosure
Agreement, or ceases to be employed by STERIS or a Subsidiary prior
to the Vesting Date. In the event of a forfeiture, the
certificate(s) representing the Restricted Shares covered by this
Agreement shall be cancelled.
6. Dividend, Voting and Other
Rights . Except as otherwise provided herein, from and after
the Date of Grant, the Grantee shall have all of the rights of a
shareholder with respect to the Restricted Shares covered by this
Agreement, including the right to vote such Restricted Shares and
receive any dividends that may be paid
thereon; provided, however, that any additional
Common Shares or other securities that the Grantee may become
entitled to receive pursuant to a stock dividend, issuance of
rights or warrants, stock split, combination of shares,
recapitalization, merger, consolidation, separation, or
reorganization or any other change in the capital structure of
STERIS shall be subject to the same or similar restrictions as the
Restricted Shares covered by this Agreement as determined by
STERIS.
7. Retention of Stock
Certificate(s) by STERIS . Certificates representing the Common
Shares subject to this grant of Restricted Shares, if any, will be
held in custody by STERIS together with a stock power endorsed in
blank by the Grantee with respect thereto, until those shares shall
vest in accordance with Section 4.
8. Compliance with Law .
Notwithstanding any other provision of this Agreement, STERIS shall
not be obligated to issue any Common Shares pursuant to this
Agreement if the issuance thereof would result in a violation of
any applicable law.
9. Employment . For purposes
of this Agreement, the continuous employment of the Grantee with
STERIS or a Subsidiary shall not be deemed to have been
interrupted, and Grantee shall not be deemed to cease being an
employee of STERIS or Subsidia
