Exhibit 10.7
STERIS CORPORATION
NONQUALIFIED STOCK OPTION
AGREEMENT FOR EMPLOYEES
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.)
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1.
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Grant of
Option. STERIS
hereby grants to Optionee, as of
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20 an option (the “Option”) to
purchase all or any number of an aggregate of [Number of Shares
Granted] STERIS Common Shares, at an exercise price of
$ per
share, upon and subject to the terms of this Agreement and the
Plan.
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2.
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Documents
Delivered with Agreement. STERIS has delivered to 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) 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 Optionee (the “Nondisclosure
Agreement”); (d) two copies of an acknowledgment form
(the “Acknowledgment Form”); and (e) a copy of
STERIS’s most recent integrated Annual Report to Shareholders
and Form 10-K (the “Annual Report”). By executing this
Agreement, Optionee acknowledges receipt of these
documents.
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3.
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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 Nondisclosure Agreement,
and (c) the Acknowledgment Form. If Optionee violates the
terms of the Policy, the Plan, or this Agreement, the Nondisclosure
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.
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4.
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Term of
Option. Unless earlier
terminated pursuant to Section 11 of the Plan, the Option
shall terminate at the close of business on, and shall not be
exercisable at any time after,
,
20 .
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5.
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Vesting. So long as Optionee remains in the employ of
STERIS, but subject to the terms of this Agreement and the Plan
(including Section 11 thereof, the rules of which shall apply
to this Agreement, including as described in Section 16 of
this Agreement), the Option shall vest and first become exercisable
in equal increments (excluding any fractional shares) as
follows:
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[TO BE PROVIDED]
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6.
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Exercise of
Vested Option. Except as otherwise provided in
Section 11 of the Plan, the rules of which shall apply to this
Agreement, including as described in Section 16 of this
Agreement, the Option shall be exercisable only while Optionee is
in the employ of STERIS. To the extent exercisable under the
Agreement, the Option may be exercised from time to time in whole
or in part.
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7.
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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 this
Agreement, STERIS shall deliver to Optionee certificates
representing the Option shares as soon as administratively feasible
following such exercise.
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8.
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Certain
Determinations. Application, violation, or other interpretation
of the terms of this Agreement, the Plan, the Policy, any Prior
Agreement, or any STERIS policy shall be determined by the Board or
the Chief
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Executive Officer or his delegatee
or delegatees, if applicable, in its sole discretion, and its
determination shall be final and binding on Optionee and
STERIS.
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9.
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Termination
of the Plan; No Right to Future Grants; No Right of Employment;
Extraordinary Item of Compensation. By entering into this Agreement, Optionee
acknowledges: (a) that the Plan is discretionary in nature
an
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