EXHIBIT 10(T)
1996 EMPLOYEE STOCK OPTION PLAN
OF
CANTEL INDUSTRIES, INC.
(As adopted by the Board of Directors as of October 17, 1996)
1. THE PLAN. This 1996 Employee Stock Option Plan (the "Plan") is
intended to encourage ownership of stock of Cantel Industries, Inc. (the
"Corporation") by specified employees of the Corporation and its subsidiaries
and to provide additional incentive for them to promote the success of the
business of the Corporation.
2. STOCK SUBJECT TO THE PLAN. Subject to the provisions of
Paragraph 14 hereof, the total number of shares of Common Stock, par value $.10
per share, of the Corporation (the "Stock") which may be issued pursuant to
Incentive Stock Options, as defined by Section 422 of the Internal Revenue Code
("ISOs"), under the Plan (the "Options") shall be 200,000. Such shares of Stock
may be in whole or in part, either authorized and unissued shares or treasury
shares as the Board of Directors of the Corporation (the "Board") shall from
time to time determine. If an Option shall expire or terminate for any reason
without having been exercised in full, the unpurchased shares covered thereby
shall (unless the Plan shall have been terminated) again be available for
Options under the Plan.
3. ADMINISTRATION OF THE PLAN. The Plan shall be administered by a
committee (the "Committee") composed of two or more non-employee members of the
Board which shall have plenary authority, in its discretion, to determine the
employees of the Corporation and its subsidiaries to whom Options shall be
granted ("Optionees"), the number of shares to be subject to each Option
(subject to the provisions of Paragraph 2), the option exercise price (the
"Exercise Price") (subject to the provisions of Paragraph 7), the vesting
schedule of each option and the other terms of each Option. The Board shall
have plenary authority, subject to the express provisions of the Plan, to
interpret the Plan, to prescribe, amend and rescind any rules and regulations
relating to the Plan and to take such other action in connection with the Plan
as it deems necessary or advisable. The interpretation and construction by the
Board of any provisions of the Plan or of any Option granted thereunder shall be
final and no member of the Board shall be liable for any action or determination
made in good faith with respect to the Plan or any Option granted thereunder by
the Committee.
4. EMPLOYEES ELIGIBLE FOR OPTIONS. All employees of the
Corporation or its subsidiaries shall be eligible for Options. In making the
determination as to employees to whom Options shall be granted and as to the
number of shares to be covered by such Options, the Committee shall take into
account the duties of the respective employees, their present and potential
contributions to the success of the Corporation and such other factors as it
shall deem relevant in connection with accomplishing the purpose of the Plan.
5. TERM OF PLAN. The Plan shall terminate on, and no Options shall
be granted after October 16, 2006 provided that the Committee may at any time
terminate the Plan prior thereto.
6. MAXIMUM OPTION GRANT. With respect to an Option granted to an
individual that is intended to qualify as an ISO, the aggregate fair market
value (determined as of the time the Option is granted) of the Stock with
respect to which such Option and all other ISOs granted to the individual
(whether under this Plan or under any other stock option plan of the Corporation
or any of its subsidiaries) are exercisable for the first time during a calendar
year may not exceed $100,000.
7. EXERCISE PRICE. Each Option shall state the Exercise Price,
which shall be, in the case of ISOs, not less than 100% of the fair market value
of the Stock on the date of the granting of the Option, nor less than 110% in
the case of an ISO granted to an individual who, at the time the Option is
granted, is a 10% Holder (as hereinafter defined). The fair market value of
shares of Stock shall be determined by the Board and shall be (i) the closing
price of the Stock on the date of the granting of the Option as reported by
NASDAQ or any quotation reporting organizations, or (ii) if the Stock did not
trade on such date, the mean between the high bid and low asked prices.
8. TERM OF OPTIONS. The term of each Option granted under this
Plan shall be for a maximum of ten years from the date of granting thereof, and
a maximum of five years in the case of an ISO granted to a 10% Holder, but may
be for a lesser period or be subject to earlier termination as hereinafter
provided.
9. EXERCISE OF OPTIONS. An Option may be exercised from time to
time as to any part or all of the Stock to which the Optionee shall then be
entitled, provided, however, that an Option may not be exercised (a) as to less
than 100 shares at any time (or for the remaining shares then purchasable under
the Option, if less than 100 shares), (b) prior to the expiration of at least
six months from the date of grant except in case of the death or
disability of the Optionee and (c) unless the Optionee shall have
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been in the continuous employ of the Corporation or its subsidiaries from the
date of the granting of the Option to the date of its exercise, except as
provided in Paragraphs 12 and 13. The Exercise Price shall be paid in full at
the time of the exercise of an Option (i) in cash or (ii) by the transfer to the
Corporation of shares of its Stock with a fair market value (as determined by
the Committee) equal to the purchase price of the Stock issuable upon exercise
of such Option. The holder of an Option shall not have any rights as a
stockholder with respect to the Stock issuable upon exercise of an Option until
certificates for such Stock shall have been delivered to him after the exercise
of the Option.
10. NON-TRANSFERABILITY OF OPTIONS. Except as provided in the
following sentence, an Option shall not be transferable otherwise than by will
or the laws of descent and distribution and is exercisable during the lifetime
of the employee only by him or his guardian or legal representative. The
Committee shall have discretionary authority to grant Options which will be
transferable to members of an Optionee's immediate family, including trusts for
the benefit of such family members and partnerships in which such family members
are the only partners. A transferred Option would be subject to all of the same
terms and conditions as if such Option had not been transferred.
11. FORM OF OPTION. Each Option granted pursuant to the Plan
shall be evidenced by an agreement (the "Option Agreement") which shall clearly
identify the status of the Options granted thereunder (i.e., an ISO) and which
shall be in such form as the Committee shall from time to time approve. The
Option Agreement shall comply in all respects with the terms and conditions
of the Plan and may contain such additional provisions, including, without
limitation, restrictions upon the exercise of the Option, as the Committee
shall deem advisable.
12. TERMINATION OF EMPLOYMENT. In the event that the employment of
an Optionee shall be terminated (otherwise by reason of death), such Option
shall be exercisable (to the extent that such Option was exercisable at the time
of termination of his employment) at any time prior to the expiration of a
period of time not exceeding three months after such termination, but not more
than ten years (five years in the case of an ISO granted to a 10% Holder) after
the date on which such Option shall have been granted. Nothing in the Plan or
in the Option Agreement shall confer upon an Optionee any right to be continued
in the employee of the Corporation or its subsidiaries or interfere in any way
with the right of the Corporation or any subsidiary to terminate or otherwise
modify the terms of an Optionee's employment, provided, however, that a change
in an Optionee's duties or position shall not affect such Optionee's Option so
long as such Optionee is still
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an employee of the Corporation or one of its subsidiaries.
13. DEATH OF OPTIONEE. In the event of the death of an Optionee, any
unexercised portion of such Optionee's Option shall be exercisable (to the
extent that such Option was exercisable at the time of his death) at any time
prior to the expiration of a period not exceeding three months after his death
but not more than ten years (five years in the case of an ISO granted to a 10%
Holder) after the date on which such Option shall have been granted and only by
such person or persons to whom such deceased Optionee's rights shall pass under
such Optionee's will or by the laws of descent and distribution.
14. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of
changes in the outstanding Stock of the Corporation by reason of stock
dividends, splitups, recapitalizations, mergers, consolidations, combinations or
exchanges of shares, separations, reorganizations or liquidations, the number
and class of shares or the amount of cash or other assets or securities
available upon the exercise of any Option granted hereunder and the maximum
number of shares as to which Options may be granted to an employee shall be
correspondingly adjusted, to the end that the Optionee's proportionate interest
in the Corporation, any successor thereto or in the cash, assets or other
securities into which shares are converted or exchanged shall be maintained to
the same extent, as near as may be practicable, as immediately before the
occurrence of any such event. All references in this Plan to "Stock" from and
after the occurrence of such event shall be deemed for all purposes of this Plan
to refer to such other class of shares or securities issuable upon the exercise
of Options granted pursuant hereto.
15. SHAREHOLDER AND STOCK EXCHANGE APPROVAL. This Plan is subject
to and no Options shall be exercisable hereunder until after the approval by the
holders of a majority of the Stock of the Corporation voting at a duly held
meeting of the stockholders of the Corporation within twelve months after the
date of the adoption of the Plan by the Board.
16. AMENDMENT OF THE PLAN. The Board shall have complete power and
authority to modify or amend the Plan (including the form of Option Agreement)
from time to time in such respects as it shall deem advisable; provided,
however, that the Board shall not, without the approval of the votes represented
by a majority of the outstanding Stock of the Corporation present or represented
at a meeting duly held in accordance with the applicable laws of the
Corporation's jurisdiction of incorporation and entitled to vote at a meeting of
stockholders or by the written consent of stockholders owning stock representing
a majority of the votes of the corporation's outstanding stock, (i) increase the
maximum number of shares which in the aggregate are subject to Options under the
Plan
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(except as provided by Paragraph 14), (ii) extend the term of the Plan or the
period during which Options may be granted or exercised, (iii) reduce the
Exercise Price, in the case of ISOs below 100% (110% in the case of an ISO
granted to a 10% Holder) of the fair market value of the Stock issuable upon
exercise of Options at the time of the granting thereof, other than to change
the manner of determining the fair market value thereof, (iv) increase the
maximum number of shares of Stock for which any employee may be granted
Options under the Plan pursuant to Paragraph 6, (v) modify the requirements
as to eligibility for participation in the Plan, or (vi) amend the plan in
any respect which would cause such options to no longer qualify for ISO
treatment pursuant to the Internal Revenue Code. No termination or amendment
of the Plan shall, without the consent of the individual Optionee, adversely
affect the rights of such Optionee under an Option theretofore granted to him
or under such Optionee's Option Agreement.
17. TAXES. The Corporation may make such provisions as it may deem
appropriate for the withholding of any taxes which it determines is required in
connection with any Options granted under the Plan. The Corporation may further
require notification from the Optionees upon any disposition of Stock acquired
pursuant to the exercise of Options granted hereunder.
18. CODE REFERENCES AND DEFINITIONS. W h e n e v e r reference is
made in this Plan to a section of the Internal Revenue Code, the reference shall
be to said section as it is now in force or as it may hereafter be amended by
any amendment which is applicable to this Plan. The term "subsidiary" shall
have the meaning given to the term "subsidiary corporation" by Section 425(f) of
the Internal Revenue Code. The term "10% Holder" shall mean any person who, for
purposes of Section 422 of the Internal Revenue Code owns more than 10% of the
total combined voting power of all classes of stock of the employer corporation
or of any subsidiary corporation.
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