Exhibit 10(n)
RESTRICTED STOCK
AGREEMENT
CANTEL
MEDICAL CORP.
2006
EQUITY INCENTIVE PLAN
THIS AGREEMENT is
made effective as of this
day of
,
,
by and between Cantel Medical Corp., a Delaware corporation (the
“Company”), and
(the “Participant”).
WITNESSETH:
WHEREAS , the
Participant is, on the date hereof, [an employee] [non-employee
member of the Board of Directors] of the Company or of a
Subsidiary of the Company; and
WHEREAS , the
Company wishes to grant a Restricted Stock Award to the Participant
for Shares of the Company’s Common Stock pursuant to the
Company’s 2006 Equity Incentive Plan (the
“Plan”); and
WHEREAS , the
Committee has authorized the grant of a Restricted Stock Award to
the Participant;
NOW, THEREFORE , in
consideration of the premises and of the mutual covenants herein
contained, the parties hereto agree as follows:
1.
Grant of Restricted Stock
Award . The Company hereby grants to the Participant on the
date set forth above a Restricted Stock Award (the
“Award”) for
( )
Shares on the terms and conditions set forth herein, which Shares
are subject to adjustment pursuant to Section 4(c) of the Plan.
Such Shares shall be issued to the Participant for no cash
consideration. The Company shall cause to be issued one or more
stock certificates representing such Shares in the
Participant’s name, and shall hold each such certificate
until such time as the risk of forfeiture and other transfer
restrictions set forth in this Agreement have lapsed with respect
to the Shares represented by the certificate. The Company shall
place a legend on such certificates describing the risks of
forfeiture and other transfer restrictions set forth in this
Agreement providing for the cancellation of such certificates if
the Shares are forfeited as provided in Section 2 below. Until such
risks of forfeiture have lapsed or the Shares subject to this Award
have been forfeited pursuant to Section 2 below, the Participant
shall be entitled to vote the Shares represented by such stock
certificates and shall receive all dividends attributable to such
Shares, but the Participant shall not have any other rights as a
shareholder with respect to such Shares.
2.
Vesting of Restricted Stock
. (a) The Shares subject to this Award shall remain forfeitable
until the risks of forfeiture lapse according to the following
vesting schedule:
1
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Cumulative
Number
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Vesting
Date
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of
Shares
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(b)
If the Participant’s employment or other relationship with
the Company (or a Subsidiary of the Company) terminates at any time
prior to a Vesting Date for any reason, including the
Participant’s voluntary resignation or retirement, the
Participant shall immediately forfeit all Shares subject to this
Award which have not yet vested and for which the risks of
forfeiture have not lapsed. The foregoing provision shall be
subject to the terms of any employment agreement or similar
agreement between the Participant and the Company (or a subsidiary
of the Company) that covers the vesting or forfeiture of
Shares.
3.
General Provisions .
(a)
Employment or Other
Relationship . This Agreement shall not confer on the
Participant any right with respect to the continuance of employment
or any other relationship with the Company or any Subsidiary, nor
will it interfere in any way with the right of the Company or such
Subsidiary to terminate such employment or relationship.
(b)
Mergers, Recapitalizations, Stock
Splits, Etc. Pursuant and subject to Section 4(c) of the
Plan, certain changes in the number or character of the Shares of
the Company (through merger, reorganization, consolidation,
recapitalization, stock dividend, stock split, spin-off or similar
transaction) shall result in an adjustment, reducti
