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Exhibit
10.5
STERIS
CORPORATION
RESTRICTED STOCK UNIT
AGREEMENT
WHEREAS,
(the “Grantee”), as an employee of STERIS Corporation,
an Ohio corporation (“STERIS”), or a STERIS Subsidiary;
has been approved for the grant of Restricted Share Units by the
STERIS Board of Directors;
NOW, THEREFORE, pursuant to
the STERIS Corporation 2006 Long-Term Equity Incentive Plan, as
amended (the “Plan”), STERIS hereby grants to the
Grantee
Restricted Stock Units (as defined in the Plan) (the
“Units”), effective as of
(the “Date of Grant”). The value assigned to the Units
will be the closing price of STERIS common stock on the New York
Stock Exchange on the Date of Grant, subject to the terms and
conditions of the Plan, [such other agreement, if
applicable] and the following additional terms, conditions,
limitations and restrictions.
| 1. |
Issuance of Units. The Units represent the right of the
Grantee to receive from the Company the number of Common Shares
equal to the number of Units granted hereby, if and when the Units
become nonforfeitable as provided herein. |
| 2. |
Documents Delivered with Agreement . STERIS has
delivered to the Grantee, 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) a copy of 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 (d) a copy of
STERIS’s most recent integrated Annual Report to Shareholders
and Form 10-K (the “Annual Report”). By executing this
Agreement, the Grantee acknowledges receipt of these
documents. |
| 3. |
Vesting of Units. Subject to the terms of this Agreement
and the Plan, the Units and the Grantee's right to receive the
Common Shares subject to the Units shall become
non-forfeitable: |
(a) on the following
schedule if the Grantee shall have remained in the continuous
employment of STERIS and/or a STERIS Subsidiary until the date
indicated below:
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If the Grantee remains
continuously employed
with STERIS
until:
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The following number of
Units
shall become
non-forfeitable:
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[AS DETERMINED FROM TIME
TO TIME]
and (b) on a prorated
basis in the event of Grantee's death or Disability (as defined
below) on or after
,
20 , if the Grantee shall have remained in
the continuous employment of STERIS during the period preceding his
death or Disability.
| 4. |
Forfeiture of Units. Subject to the terms of this
Agreement and the Plan, if the Grantee ceases to be employed by
STERIS or a STERIS Subsidiary prior to
, 20 , the number of
Units that have not become non-forfeitable immediately following
such termination of employment (after giving effect to
Section 3 in the event of Grantee’s death or Disability)
shall be forfeited. |
| 5. |
Payment of
Units. The Company shall transfer to the Grantee (or to
Grantee's executor or administrator in the event the Units become
nonforfeitable by reason of the Grantee's death) the Common Shares
subject to the Units when the Units become nonforfeitable, provided
that if the Grantee is a "specified employee" (within the meaning
of Section 409A of the Internal Revenue Code) at the time that
the Units become
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nonforfeitable, the transfer
of the Common Shares shall be delayed for six months if such delay
is necessary to avoid the imposition of increased tax under
Section 409A(a)(1)(B)(i) of the Internal Revenue
Code.
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| 6. |
Compliance with Law. STERIS shall make reasonable
efforts to comply with all applicable federal and state securities
laws, including, without limitation, using its best efforts to
maintain the effectiveness of a registration statement under the
Securities Act of 1933 covering the Common Shares to be issued
pursuant to the Units; 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 would result in a violation of
any such law. If the Company is unable to issue the Common Shares
as described in the preceding sentence, the parties agree to use
their best efforts to negotiate an alternative
arrangement. |
| 7. |
Continuous Employment. For purposes of this Agreement,
the continuous employment of the Grantee with STERIS or a STERIS
Subsidiary shall not be deemed to have been interrupted, and the
Grantee shall not be deemed to have ceased to be an employee of
STERIS or STERIS Subsidiary, by reason of (i) the transfer of
his or her employment among STERIS and its Subsidiaries or
(ii) a leave of absence approved by the Board or the
Committee. |
| 8. |
Certain Determinations . Application,
violat |
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