Exhibit 10(a)
EMPLOYMENT AGREEMENT
AGREEMENT dated as of the day set forth on the signature page by and
between Cantel Medical Corp., a Delaware corporation (the "Company"), and Joseph
Harris (the "Employee").
R E C I T A L :
The Company is desirous of employing Employee as Senior Vice
President-Corporate Development, and Employee is desirous of being employed by
the Company in such position on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, it is hereby agreed by and between the Company and Employee as
follows:
1. ENGAGEMENT AND TERM.
1.1 The Company hereby employs Employee and Employee hereby
accepts such employment by the Company on the terms and conditions set forth
herein, for an initial period commencing on the date of this Agreement as set
forth on the signature page (the "Effective Date") and ending, unless sooner
terminated in accordance with the provisions of Section 5 hereof, on the third
anniversary of the Effective Date (the "Initial Term"). Within fifteen months
following the commencement of the Initial Term, the Company shall give Employee
written notice (an "Extension Notice") of its intent to either extend or not
extend the term of Agreement beyond the Initial Term as provided below. If the
Extension Notice expresses the Company's desire to extend the term of the
Agreement, then, provided Employee has thereafter satisfied his residence
obligation under Section 1.2, the Agreement will be extended automatically for
an additional eighteen months beyond the Initial Term, unless sooner terminated
in accordance with the provisions of Section 5 (the "Extended Term"). The
Initial Term and, if extended, the Extended Term, are sometimes collectively
referred to as the "Employment Period."
1.2 During the first twenty-one months of the Initial Term,
Employee may reside at his current residence and utilize an office in Media,
Pennsylvania (or other location designated by Employee) to provide a substantial
amount of his services under this Agreement. All costs and expenses
for rent and support staff deemed necessary by Employee shall be borne solely by
Employee. All other business expenses related to such office shall be borne by
the Company. If the Company elects to extend the term of the Agreement under
Section 1.1, then within six months from the date of the Company's Extension
Notice under said Section 1.1, Employee shall establish a residence such that he
will work full time at the Company's executive offices in New Jersey (subject to
work related travel). The foregoing residence obligation shall terminate if the
Company does not extend the term of the Agreement under Section 1.1 above.
Notwithstanding anything in this Section 1 to the contrary, if within fifteen
months following the Effective Date, the Company and Employee mutually agree to
waive Employee's residence requirement, then the Company will not be required to
give an Extension Notice under Section 1.1 and the Agreement will expire upon
expiration of the Initial Term.
2. SCOPE OF DUTIES. Employee shall be employed by the Company as its
Senior Vice President-Corporate Development. In such capacity, the Executive
shall have such authority, powers and duties customarily attendant upon such
office. If elected or appointed, Employee shall also serve, without additional
compensation, in one or more offices and as a director of the Company or any
subsidiary or affiliate of the Company, provided that his duties and
responsibilities are not inconsistent with those pertaining to his position as
stated above. Employee shall faithfully devote his full business time and
efforts so as to advance the best interests of the Company. During the
Employment Period, Employee shall not be engaged in any other business activity
that interferes with the performance of his duties at the Company, whether or
not such business activity is pursued for profit or other pecuniary advantage.
3. COMPENSATION.
3.1 BASE SALARY. During the Employment Period, the Company
shall pay Employee, as compensation for his services, a base salary (the "Base
Salary") of $260,000 per annum payable in arrears in substantially equal period
installments in accordance with the Company's regular payroll practices.
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3.2 AUTOMATIC INCREASES IN BASE SALARY. The Base Salary shall
be increased annually by an amount established by reference to the "Consumer
Price Index for Urban Wage Earners and Clerical Workers, New York, New York, all
items - Series A-01" published by the Bureau of Labor Statistics of the United
States Department of Labor (the "Consumer Price Index"). The base period shall
be the month ended June 30, 2000 (the "Base Period"). If the Consumer Price
Index for the month of June in any year, commencing in 2001, is greater than the
Consumer Price Index for the Base Period, Base Salary shall be increased,
commencing on August 1 of the next Fiscal Year (the Company's Fiscal Year being
the 12-month period ending July 31 of each year), to the amount obtained by
multiplying the Base Salary by a fraction, the numerator of which is the
Consumer Price Index for the month of June of the year in which such
determination is being made and the denominator of which is the Consumer Price
Index for the Base Period.
3.3 INCENTIVE COMPENSATION
3.3.1 For each Fiscal Year of the Company (each a
"Subject Fiscal Year") during the Employment Period (commencing with the
Company's Fiscal Year ending July 31, 2001), Employee shall be paid, as
additional compensation for his services, a bonus (the "Bonus") based on
Employee's contribution to the overall success of the Company, with particular
emphasis on acquisitions, mergers, divestitures, joint ventures and similar
transactions (collectively, "Acquisition Transactions"). The Bonus shall be
equal to 0.75% of the total "Consideration" (as defined below) paid or received
by the Company with respect to an Acquisition Transaction that is consummated
during the Employment Period (or within six (6) months following the termination
of the Employment Period if a Letter of Intent covering the Acquisition
Transaction is entered into during the Employment Period). The foregoing
notwithstanding, if the Company enters into an option agreement for an
Acquisition Transaction during the Employment Period and the option is exercised
within twenty-four (24) months of acquiring the option, such Bonus shall be
payable to Employee at the date such option is exercised. The Bonus for each
Subject Fiscal Year shall be payable within 90 days following such Subject
Fiscal Year. The term
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"Consideration" means cash or the fair market value of other consideration paid
to the seller or received by the Company in the Acquisition Transaction, whether
on a current or deferred basis, plus any bank debt or institutional debt of the
seller assumed by the Company or of the Company assumed by a buyer, as the case
may be.
The Bonus for each of the first three Subject Fiscal
Years will be offset by the amount of the minimum guaranteed bonus payable
pursuant to Section 3.3.2 with respect to such Subject Fiscal Year.
3.3.2 The Company shall pay Employee a minimum
guaranteed bonus under Section 3.3.1 for each of the first three Subject Fiscal
Years during the Employment Period within 90 days following such Subject Fiscal
Year as follows:
Subject Minimum
Fiscal Year Ending Guaranteed Bonus
------------------ ----------------
July 31, 2001 $100,000
July 31, 2002 $75,000
July 31, 2003 $50,000
3.4 RELOCATION BONUS. In the event Employee complies with his
residence obligation in accordance with Section 1.2 (i.e., he relocates his
residence and works full time at the Company's executive offices), the Company
agrees to pay Employee an additional bonus (the "Relocation Bonus") in the
amount of $50,000 on each of the eighteenth month, twenty-fourth month and
thirty-sixth month anniversaries of the Effective Date.
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3.5 STOCK OPTIONS.
3.5.1 The Company agrees to grant to Employee on the
Effective Date, an option (the "Option") to purchase 123,750 shares of the
Company's Common Stock, par value $.10 per share. The Option will be granted
pursuant to a separate option agreement, shall have an option exercise price per
share equal to $8.88, being the closing price (the stock price for the last
trade preceding the Effective Date) for the Company's Common Stock as reported
by NASDAQ (the "Fair Market Price") on the last trading day on which such stock
was traded preceding the Effective Date, and shall have a term of ten (10)
years. The Option will be granted under the Company's 1997 Employee Stock Option
Plan and will consist to the extent legally permissible of "Incentive Stock
Options" ("ISO's") as defined in the Internal Revenue Code. The Option shall
become exercisable in such number of approximately equal annual installments as
is the smallest number of installments so that the number of the shares as to
which the Option first becomes exercisable in each installment does not exceed
the $100,000 limitation for ISO's, with the first such installment becoming
exercisable by Employee on November 1, 2000, and each succeeding installment
becoming exercisable by Employee on the 31st day of October of each year
thereafter through October 31, 2010. In the event that Employee's employment
with the Company shall terminate for any reason prior to the Option becoming
exercisable in its entirety, the Option shall automatically become exercisable
and shall remain exercisable for a period of twenty-four months following such
termination of employment, but in no event beyond the Option's expiration date,
without regard for the intent to treat the Option as an ISO as to such shares
that would no longer qualify for ISO treatment, for additional shares as
follows:
(i) If termination occurs at any time prior to the first anniversary of
the Effective Date, then the Option will become automatically exercisable for
such additional number of shares as is equal to the difference between 75,000
and the number of ISO's then exercisable;
(ii) If termination occurs at any time between the first anniversary of
the Effective Date and the date preceding the second anniversary of the
Effective Date, then the Option will become automatically exercisable for such
additional number of shares as is equal to the difference between 100,000 and
the number of ISO's then exercisable; and
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(iii) If termination occurs at any time on or after the second
anniversary of the Effective Date, then the Option will become automatically
exercisable for all shares thereunder.
The Option, as well as the options described in Section 3.5.2 below,
shall be subject to any requirement of shareholder approval imposed by the
National Association of Securities Dealers, Inc. as a condition to the continued
quotation of the Company's Common Stock on NASDAQ (including the National Market
System thereof). The Company will use its best efforts to obtain such
shareholder approval, if required, at the next annual meeting of the Company's
shareholders following the Effective Date hereof.
3.5.2 On the Effective Date, the Company agrees to
grant to Employee an additional ten-year option, which will not be an ISO, to
purchase 26,250 shares, which will be immediately exercisable. On the last day
of the first two Subject Fiscal Years during the Employment Period the Company
agrees to grant to Employee additional ten-year options, each to purchase 50,000
shares. Such options will not be ISOs and will be exercisable in three equal
annual installments with the first such installment becoming exercisable by
Employee on the date of such grant, and each succeeding installment becoming
exercisable by Employee on succeeding anniversaries of such grant. All of the
options granted under this Section 3.5.2 will have an exercise price per share
equal to the Fair Market Price on the date of grant and except as provided
herein, will otherwise have similar terms and conditions as the Option granted
under Section 3.5.1.
3.6 DISCRETIONARY OPTION. Employee may also be entitled to a
stock option to purchase 50,000 shares on January 31, 2003 based on Employee's
performance as determined in the sole discretion of the Board of Directors of
the Company.
3.7 AUTOMOBILE ALLOWANCE. During the Employment Period,
Employee shall be entitled to the use of an automobile leased or owned by the
Company in connection with the Company's business. The make and model of the
automobile shall be reasonably satisfactory to Employee, provided that the
Company's monthly payments in respect thereof (exclusive of the expenses
referred to in the following sentence) shall not exceed $500. Employee also
shall be entitled to receive reimbursement for
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reasonable out-of-pocket expenses, including, without limitation, cost of gas,
oil, insurance and other costs incurred by Employee in operating and maintaining
the automobile; provided, however, that Employee shall be responsible for
keeping appropriate records regarding the use of said automobile, as instructed
by the Company.
3.8 OTHER BENEFITS.
3.8.1 Employee shall be entitled to participate, at
Company expense, in the major medical health insurance plan, and all other
health, insurance or other benefit plans immediately applicable generally to
executive officers of the Company. In addition, Employee shall be entitled to
participate in the Company's 401(k) plan as soon as possible following
commencement of employment.
3.8.2 During the Employment Period, Employee will be
entitled to paid vacation (four weeks) and holidays consistent with the
Company's policy applicable to executives generally. All vacations shall be
scheduled at the mutual convenience of the Company and Employee.
3.8.3 The Company will reimburse Employee for
reasonable out-of-pocket expenses incurred in furtherance of the business of the
Company, including travel, entertainment and similar items, upon the
presentation of appropriate receipts of vouchers therefor, consistent with the
Company's policy applicable to executives generally.
3.8.4 During the Employment Period, the Company
agrees to maintain, at its sole cost, term or other life insurance for the
benefit of Employee in an amount equal to Employee's Base Salary.
4. DISCLOSURE OF CONFIDENTIAL INFORMATION, ASSIGNMENT OF INVENTIONS,
AND COVENANT NOT TO COMPETE.
4.1 CONFIDENTIAL INFORMATION. Company possesses and will
possess confidential information, know-how, and trade secrets which the Company
customarily treats and maintains as confidential of which Employee will obtain
knowledge, and that the Company will suffer serious and irreparable damage and
harm if this confidential information were disclosed to any other party or if
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Employee used this information to compete against the Company. Accordingly,
Employee hereby agrees that except as required by Employee's duties to the
Company, Employee, without the consent of the Company's Board of Directors,
shall not at any time during or after the term of this contract disclose or use
any secret or confidential information of the Company, including, without
limitation, such business opportunities and trade secrets, to which Employee
shall become informed during his employment, whether learned by him as an
Employee of the Company or otherwise, and whether or not developed by Employee,
unless such information shall be or become public knowledge other than as a
result of Employee's direct or indirect disclosure of the same.
4.2 PATENT AND RELATED MATTERS.
4.2.1 Employee will promptly disclose in writing to
the Company complete information concerning each and every invention, discovery,
improvement, idea, device, design, apparatus, practice, process, method or
product, whether patentable or not, and including those which may be subject to
copyright protection, made, developed, perfected, devised, conceived or first
reduced to practice by Employee, either solely or in collaboration with others,
during the term of his employment, whether or not during regular working hours
(hereinafter collectively referred to as the "Inventions"). Employee, to the
extent that he has the legal right to do so, hereby acknowledges that any and
all of the Inventions are property of the Company and hereby assigns and agrees
to assign to the Company any and all of Employee's right, title and interest in
and to any and all of the Inventions.
4.2.2 It is further agreed and Employee is hereby
notified that the above agreement to assign the Inventions to the Company does
not apply to an Invention for which no equipment, supplies, facility or
confidential information of the Company was used and which was developed
entirely on Employee's own time, and
(i) which does not relate (a) directly
to the business of the Company or (b) to the Company's actual or demonstrably
anticipated research and development, or
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(ii) which does not result from any work
performed by Employee for the Company.
4.2.3 Upon request and without further compensation
therefor, but at no expense to Employee, and whether during the Employment
Period or thereafter, Employee will do all lawful acts, including, but not
limited to, the execution of documents and instruments and the giving of
testimony, that in the opinion of the Company, its successors and assigns, may
be necessary or desirable in obtaining, sustaining, reissuing, extending or
enforcing United States and foreign copyrights and Letters Patent, including,
but not limited to, design patents, on any and all of the Inventions, and for
perfecting, affirming and recording the Company's complete ownership and title
thereto, and to cooperate otherwise in all proceedings and matters relating
thereto.
4.2.4 Employee will keep complete, accurate and
authentic accounts, notes, data and records of all the Inventions in the manner
and form requested by the Company. Such accounts, notes, data and records shall
be the property of the Company, and upon its request, Employee will promptly
surrender the same to it.
Upon the termination of the Employment Period, Employee agrees
to deliver promptly to the Company all records, manuals, books, blank forms,
documents, letters, memoranda, notes, notebooks, reports, data, tables,
accounts, calculations and copies thereof, which are the property of the Company
or which relate in any way to the business, products, practices or techniques of
the Company, and all other property, trade secrets and confidential information
of the Company, including, but not limited to, all documents which in whole or
in part contain any trade secrets or confidential information of the Company,
which in any of these cases are in his possession or under his control.
4.3 Employee further agrees that during the Employment Period
hereunder and for a period of two (2) years following the termination of
Employee's employment with the Company (the "Non-Competition Period"), Employee
will not, directly or indirectly, alone or with others, individually or through
or by a corporate or other business entity in which he may be interested as a
partner, shareholder, joint
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venturer, officer or director or otherwise, engage in the United States or
Canada in any business which is competitive with any material business segment
of the Company or any of its subsidiaries; provided, however, that the foregoing
shall not be deemed to prevent the ownership by Employee of up to five percent
of any class of securities of any corporation which is regularly traded on any
stock exchange or over-the-counter market. Notwithstanding the foregoing to the
contrary, in the event Employee's employment is terminated (i) by Employee under
Section 5.4 or (ii) by the Company without cause, the Non-Competition Period
shall terminate on the last day of the Initial Term, if the termination occurred
during the Initial Term, and on the last day of the Extended Term, if the
termination occurred during the Extended Term.
4.4 NON-INTERFERENCE. Employee further agrees that during the
Non-Competition Period he will not (i) induce or attempt to induce any other
employee of the Company or any of its affiliates to leave the employ of the
Company or affiliate, or in any way interfere with the relationship between the
Company (or any of its affiliates) and any other employee, or (ii) induce or
attempt to induce any customer, supplier, franchisee, licensee, distributor or
other business relation of the Company or any of its affiliates to cease doing
business with the Company or affiliate, or in any way interfere with the
relationship between any customer, franchisee or other business relation and the
Company and any of its affiliates without prior written consent of the Board of
Directors of the Company (or affiliate).
4.5 ENFORCEMENT. If, at the time of enforcement of any
provisions of this section, a court of competent jurisdiction holds that the
restrictions stated herein are unreasonable under the circumstances then
existing, the parties hereto agree that the maximum period, scope or
geographical area reasonable under such circumstances will be substituted for
the stated period, scope or area. Employee agrees that the covenants made in
this Section shall be construed as an agreement independent of any other
provision of this Agreement, and shall survive the termination of this
Agreement.
5. TERMINATION OF EMPLOYMENT. The provisions of Sections 1 and 3 of
this Agreement notwithstanding, this Agreement and Employee's employment
hereunder may be terminated in the
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manner and for the causes hereinafter set forth, in which event the Company
shall be under no further obligation to Employee other than as specifically
provided herein:
5.1 If Employee is absent from work or otherwise substantially
unable to assume his normal duties for a period of forty-five (45) successive
days or an aggregate of sixty (60) business days during any consecutive
twelve-month period during the Employment Period because of a "permanent
disability" as defined by the Company's disability plan then in effect, the
Company may thereupon, or any time thereafter while such absence or disability
still exists, terminate the employment of Employee hereunder upon ten (10) days'
written notice to Employee.
5.2 In the event of the death of Employee, this Agreement
shall immediately terminate on the date thereof.
5.3 If Employee wilfully discloses material trade secrets or
other material confidential information related to the business of the Company
or otherwise wilfully violates a covenant set forth in Section 4 hereof; or is
convicted of a felony; or wilfully and continually fails to substantially
perform his duties with the Company after written demand for substantial
performance is delivered to the Employee by the Board of Directors of the
Company, which demand specifically identifies the manner in which the Board
believes that the Employee has not substantially performed his duties and which
performance is not substantially corrected by the Employee within ten days of
receipt of such demand; or commits an act of theft or other material dishonesty
in the conduct of his employment or the Company's business, which in the
reasonable judgment of the Company's Board of Directors is detrimental to the
Company's interests; or fails to satisfy his residence obligation under Section
1.2 in a timely manner, then the Company may, in addition to other rights and
remedies available at law or equity, immediately terminate this Agreement upon
written notice to Employee with the date of such notice being the "termination
date" and such termination being deemed for "cause."
5.4 Employee may terminate his employment under this Agreement
for "good reason" upon ten (10) days' written notice to the Company if the
Company, without Employee's consent,
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(i) assigns to Employee any duties that are materially inconsistent with the
duties described in Section 2 above, (ii) diminishes significantly Employee's
then existing duties, (iii) removes Employee from or fails to re-elect Employee
to the position described in Section 2 above, (iv) violates any material term or
condition of this Agreement and fails to cure such violation within ten days
following written notice from Employee, (v) undergoes a "Change in Control" (as
defined below), (vi) relocates the offices of the Company where the Employee is
employed to a location which is more than fifty miles away from its current
location, or (vii) materially fails to comply with Section 3 above. "Change in
Control" shall mean (1) the acquisition of beneficial ownership, direct or
indirect, of securities of the Company by any person (as that term is defined in
Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended),
other than Employee or a person approved by Employee, which when combined with
all other securities of the Company beneficially owned, directly or indirectly,
by that person, equals or exceeds 50% of the combined voting power of the
Company's then outstanding securities or (2) at any time after the Effective
Date, (a) a majority of the Board of Directors is composed of persons who are
not "Continuing Directors" as hereinafter defined, or (b) Mr. Charles Diker and
a total of three (3) other persons who were members of the Board of Directors of
the Company at June 30, 2000 have ceased to serve as members of the Board of
Directors of the Company. "Continuing Directors" as used herein shall mean (i)
the directors of the Company at the close of business on June 30, 2000, and (ii)
any person who was or is elected (A) to succeed a Continuing Director or (B) to
become a director as a result of an increase in the size of the board,
recommended, in each case, by a majority of the Continuing Directors then on the
Board. Any Termination Notice given by Employee hereunder must be given within
thirty days following the occurrence of the event giving rise to such
termination.
5.5 Upon termination of Employee's employment under Section
5.1, the Company shall continue paying Employee's Base Salary through the 180th
day following the commencement of Employee's disability giving rise to such
termination, but in no event beyond the Employment Period; provided, however,
that such payments may be reduced by the amount of any disability payments
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received by Employee from disability insurance purchased by the Company for the
benefit of Employee. Except for such Base Salary, the Company shall have no
further obligation under this Agreement to make any payments to Employee or to
bestow any benefits on Employee after the termination date, other than payments
and benefits accrued and due and payable to Employee prior to the termination
date.
5.6 Upon termination of Employee's employment under Section
5.2 or 5.3, the Company shall have no further obligation under this Agreement to
make any payments to Employee or to bestow any benefits on Employee after the
termination date, other than payments and benefits accrued and due and payable
to Employee prior to the termination date.
5.7 (a) Upon termination of Employee's employment on or before
the eighteenth month anniversary of the Effective Date or any time on or after
said anniversary if the Agreement has not been extended by the Company under
Section 1.1, either (i) by Employee under Section 5.4 or (ii) by the Company
without cause, then in addition to payments and benefits accrued and due and
payable to Employee prior to the termination date, the Company shall continue
payments to Employee of his Base Salary and Bonus through the last day of the
Initial Term; provided, however, that in the event Employee has timely relocated
in accordance with Section 1.2 prior to the termination date, the Company shall
also be obligated to make payments to Employee of the Relocation Bonus in
accordance with Section 3.4.
(b) Upon termination of Employee's employment after
the eighteenth month anniversary of the Effective Date, provided that the
Agreement has been extended by the Company under Section 1.1, (i) by Employee
under Section 5.4 or (ii) by the Company without cause, then in addition to
payments and benefits accrued and due and payable to Employee prior to the
termination date, the Company shall continue payments to Employee of his Base
Salary and Bonus through the end of the Extended Term; provided, however, that
in the event Employee has timely relocated in accordance with Section 1.2, the
Company shall also be obligated to make payments to Employee of the Relocation
Bonus in accordance with Section 3.4.
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(c) Notwithstanding the provisions of paragraphs (a)
and (b) above, should the Employee secure employment during the severance
period, the amount of any severance payment provided for in this Section 5.7
shall be reduced by any compensation paid to Employee during the severance
payment period as the result of employment (or consulting services) by another
employer or otherwise during the period commencing sixty days following the
termination date and ending on (i) the last day of the Initial Term if paragraph
(a) above applies and (ii) the last day of the Extended Term if paragraph (b)
above applies. Employee shall promptly advise the Company of all such
compensation and provide any documentation reasonably requested by the Company
to verify such information. It is understood and agreed that such severance
payments shall constitute liquidated damages and the Employee shall not be
obligated to seek employment to mitigate his damages.
6. MISCELLANEOUS PROVISIONS.
6.1 SECTION HEADINGS. Section headings are for convenience
only and shall not be deemed to govern, limit, modify or supersede the
provisions of this Agreement.
6.2 CHOICE OF LAWS. This Agreement is entered into in the
State of New York and shall be governed pursuant to the laws of the State of New
York without regard to the conflict of law rules. If any provision of this
Agreement shall be held by a court of competent jurisdiction to be invalid,
illegal or unenforceable, the remaining provisions hereof shall continue to be
fully effective. Any suit or other legal proceeding initiated by either party
shall be brought solely in a New York state court located in New York County or
Westchester County. Both parties consent to the jurisdiction of such courts.
6.3 ENTIRE AGREEMENT. This Agreement contains the entire
agreement of the parties regarding this subject matter. There are no
contemporaneous oral agreements and all prior understandings, agreements,
negotiations and representations are merged herein.
6.4 AMENDMENT. This Agreement may be modified only by means of
a writing signed by the party to be charged with such modification.
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6.5 NOTICES. Notices or other communications required or
permitted to be given hereunder shall be in writing and shall be deemed duly
given upon receipt by the party to whom sent at the respective addresses set
forth below or to such other address as any party shall hereafter designate to
the other in writing delivered in accordance herewith:
If to the Company:
Cantel Medical Corp.
1135 Broad Street, Suite 203
Clifton, New Jersey 07103
If to Employee:
Joseph Harris
209 Edenton Place
Villanova, Pennsylvania 19085
6.6 SUCCESSORS AND ASSIGNS; ASSIGNMENT. This Agreement shall
inure to the benefit of, and shall be binding upon, the Company, its successors
and assigns, including, without limitation, any entity that may acquire all or
substantially all of the Company's assets and business or into which the Company
may be consolidated or merged ("Sale Transaction"). This Agreement may not be
assigned by (i) Employee or (ii) the Company other than in connection with a
"Sale Transaction."
6.7 COUNTERPART EXECUTION. This Agreement may be executed in
separate counterparts, each of which shall constitute the original hereof.
IN WITNESS WHEREOF, the parties have set their hands as of the last
date below.
CANTEL MEDICAL CORP.
Dated: November 1, 2000 By: /s/ James P. Reilly
---------------------------
James P. Reilly, President
EMPLOYEE
Dated: November 1, 2000 /s/ Joseph Harris
------------------------------
Joseph Harris
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