Exhibit 10.1
STERIS CORPORATION
RESTRICTED STOCK
AGREEMENT
WHEREAS, [Grantee’s
Name] (the “Grantee”) is an employee of STERIS
Corporation, an Ohio corporation (“STERIS”), or a
Subsidiary; and
NOW, THEREFORE, pursuant to the
STERIS Corporation 2006 Long-Term Equity Incentive Plan (the
“Plan”), STERIS, as of
, 20 (the “Date of
Grant”), hereby grants to the Grantee [Number of
Restricted Shares Granted] shares of Restricted Stock (as
defined in the Plan) (the “Restricted Shares”),
effective as of the Date of Grant, subject to the terms and
conditions of the Plan and the following additional terms,
conditions, limitations and restrictions.
1. Issuance of Restricted
Shares. 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 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 Grantee (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 Grantee acknowledges
receipt and review of these documents.
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 Restricted
Shares are nonforfeitable as provided in Section 4 hereof;
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. The Company 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 become
nonforfeitable on the
anniversary of the Date of Grant or, if such
anniversary 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”), if the Grantee shall have remained 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 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,
1
recapitalization, merger, consolidation,
separation, or reorganization or any other change in the capital
structure of STERIS shall be subject to the same restrictions as
the Restricted Shares covered by this Agreement.
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 have become
nonforfeitable in accordance with Section 4.
8. Compliance with
Law. STERIS shall make
reasonable efforts to comply with all applicable federal and state
securities laws; provided , however , 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 wo
