-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SCl0+0hVi9Jv0y1YeTzdMMidjDxilvNL/ypo9GwOd1FsD8v7uOi2v7/armFaD7Ep inaKuaWdA69GpCnbK2qL+g== 0001104659-09-071335.txt : 20091223 0001104659-09-071335.hdr.sgml : 20091223 20091223152256 ACCESSION NUMBER: 0001104659-09-071335 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20091217 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091223 DATE AS OF CHANGE: 20091223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CANTEL MEDICAL CORP CENTRAL INDEX KEY: 0000019446 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 221760285 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31337 FILM NUMBER: 091257930 BUSINESS ADDRESS: STREET 1: OVERLOOK AT GREAT NOTCH STREET 2: 150 CLOVE ROAD CITY: LITTLE FALLS STATE: NJ ZIP: 07424 BUSINESS PHONE: 9734708700 MAIL ADDRESS: STREET 1: OVERLOOK AT GREAT NOTCH STREET 2: 150 CLOVE ROAD CITY: LITTLE FALLS STATE: NJ ZIP: 07424 FORMER COMPANY: FORMER CONFORMED NAME: CANTEL INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: STENDIG INDUSTRIES INC DATE OF NAME CHANGE: 19890425 FORMER COMPANY: FORMER CONFORMED NAME: CHARVOZ CARSEN CORP DATE OF NAME CHANGE: 19861215 8-K 1 a09-36903_18k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 


 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) December 17, 2009

 

CANTEL MEDICAL CORP.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-31337

 

22-1760285

(State or other jurisdiction

 

(Commission

 

(IRS Identification

of incorporation)

 

File Number)

 

Number)

 

150 Clove Road, Little Falls, New Jersey

 

07424

Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (973) 890-7220

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o    Written communications pursuant to Rule 425 under the Securities  Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.02               Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Amendment of 2006 Equity Incentive Plan

 

At the Annual Meeting of Stockholders held on December 17, 2009, the Company’s stockholders approved an amendment to the Cantel Medical Corp. 2006 Equity Incentive Plan (the “Plan”) to increase by 385,000 the number of shares of common stock available for issuance under the Plan. The additional shares were authorized for issuance pursuant to restricted stock awards and performance awards.  As amended, the maximum number of shares that may be issued under the Plan increased from 1,700,000 to 2,085,000 shares, with (i) the number of shares being authorized for issuance pursuant to stock options and stock appreciation rights remaining at 1,200,000 and (ii) the number of shares authorized for issuance pursuant to restricted stock awards and performance awards being increased from 500,000 to 885,000 (inclusive of prior awards under the Plan).

 

Adoption of Short Term Incentive Plan

 

On December 17, 2009, the Board of Directors of the Company, upon the recommendation of its Compensation Committee, adopted the Cantel Medical Corp. Annual Incentive Compensation Plan (the “AIC Plan”). Under the AIC Plan, executives and certain key employees of the Company, including the CEOs of its Minntech Corporation, Mar Cor Purification, Inc. and Crosstex International subsidiaries will be eligible to receive cash bonus awards based on their achievement of performance targets for the fiscal year ending July 31, 2010 and subsequent years (each year being a “Plan Year”).  Participants will be identified by title and recommended by the CEO of the Company each year, subject to the approval of the Compensation Committee.

 

The AIC Plan will be administered by the Compensation Committee, which will establish annual performance targets (the “Performance Targets”).  Awards will be based on the achievement of the Performance Targets, which may include growth in the Company’s earnings (e.g., fiscal 2010 EPS vs. fiscal 2009 EPS) or such other performance criteria determined by the Compensation Committee for each Plan Year.

 

The target incentive awards for each eligible position (by category) are expressed as a percentage of base salary within the ranges designated below as follows (with the actual target incentive award percentages determined by the Compensation Committee on an annual basis):

 

ELIGIBLE POSITION

 

TARGET INCENTIVE AWARD

 

CEO/President

 

70% - 100%

 

COO, Division CEOs, Senior Vice President

 

45% - 65%

 

Vice Presidents, Directors

 

40% - 55%

 

Other Key Employees

 

10% - 35%

 

 

Notwithstanding the foregoing, Division CEOs will have 25% of their bonus target based on the annual Performance Target established for executives of Cantel Medical Corp.  The remaining 75% will be based on the annual performance target specific to the operations of such CEO’s

 

2



 

Division(s), which shall be established by the CEO of the Company in consultation with the Compensation Committee.

 

Awards will be determined as follows:

 

 

 

EARNINGS GROWTH
CORP

 

EARNINGS
GROWTH
DIVISION

 

CORPORATE EXECUTIVES

 

100

%

 

DIVISION CEOs

 

25

%

75

%

 

The target incentive award payable to each participant for 100% achievement of the Performance Targets (the “Bonus Target”) will be calculated by multiplying the participant’s base salary earned during the relevant Plan Year by a designated percentage established by the Compensation Committee for such participant for such Plan Year.  If more or less than 100% of the Performance Target is achieved, the Compensation Committee has the discretion to increase the Bonus Target (not to exceed 200% of the Bonus Target) or decrease the Bonus Target (not to be less than 50% of the Bonus Target); provided, however, that the Compensation Committee in its discretion may establish minimum Performance Targets that must be achieved in order for any incentive award to be paid. The Compensation Committee will determine the degree to which any applicable Performance Target has been achieved and any incentive award paid.

 

Subject to the terms of a participant’s employment, severance or other written compensation agreement with the Company, a participant must be actively employed by the Company on the date the Award is paid to receive the Award.  Participants hired or promoted to an eligible position for participation in the Plan during the Plan Year may receive a pro-rated Award (based on time in the eligible position during the Plan Year) subject to the approval of the Compensation Committee.

 

In the event a participant’s employment is terminated prior to the end of the Plan Year due to death, disability, or normal retirement, the participant or beneficiary will be entitled to receive the Award (in whole or on a pro rata basis for the period employed) that would have been earned if participant’s employment had continued to the end of the Plan Year, subject to the approval of the Compensation Committee.

 

At the sole discretion of the Compensation Committee, a participant may not receive an Award, or the amount of an Award may be decreased, due to substantiated poor individual performance or misconduct and may be declared ineligible under the Plan.

 

Adoption of Long Term Incentive Plan

 

On December 17, 2009, the Board of Directors of the Company, upon the recommendation of its Compensation Committee, adopted the Cantel Medical Corp. Long Term Incentive Plan (the “LTIP”). The purpose of the LTIP is to contribute to the motivation of key employees in accomplishing the Company’s long term strategic and shareholder value goals.

 

Under the LTIP, executives and certain key employees of the Company, including the CEOs of its Minntech Corporation, Mar Cor Purification, Inc. and Crosstex International subsidiaries will

 

3



 

be eligible to receive annual equity awards for the fiscal year ending July 31, 2010 and subsequent years (each year being a “Plan Year”). Participants will be identified by title and recommended by the CEO of the Company each year, subject to the approval of the Compensation Committee.

 

The Compensation Committee has ultimate authority over the LTIP and may alter any provision of the LTIP or terminate the LTIP at any time subject to the terms thereof. The Compensation Committee will directly administer the LTIP with respect to all participants.

 

The annualized expected value of the participants’ target Awards under the LTIP will be reviewed annually by the Compensation Committee to ensure competitiveness with market trends.  All participants in the LTIP will be eligible for an Award consisting of a mix of restricted stock and stock options.

 

Performance based Awards under the LTIP will be contingent on acceptable individual performance as well as predetermined financial objectives of the Company or one or more of its subsidiaries or operating segments determined by the Compensation Committee. Performance based Awards will vest upon achievement of the designated performance criteria. Notwithstanding the specific performance criteria established, in making a determination as to whether or not such criteria such as earnings growth was achieved, the Compensation Committee shall take into consideration factors such as unanticipated taxes, acquisition costs, non-recurring and extraordinary items, and other equitable factors, as determined by the Compensation Committee in its discretion.

 

Service-based awards will vest ratably over three years following the date of grant, or such other period of time determined by the Compensation Committee, subject to the terms and conditions set forth in the Company’s 2006 Equity Incentive Plan (the “2006 Plan”) and the agreement reflecting the award. The term of each Award under the LTIP will be determined by the Compensation Committee.

 

If a participant voluntarily terminates his employment with the Company for any reason other than “Good Reason,” or “Adequate Reason” or normal retirement, or if the Company terminates a participant’s employment for “Cause” or “Unacceptable Performance” then the participant will forfeit any non-vested Awards (as such capitalized terms are defined in a participant’s employment, severance or other agreement).

 

In the event of a termination of a participant’s employment (i) by a participant for “Good Reason” or “Adequate Reason” or (ii) by the Company other than for “Cause” or “Unacceptable Performance” (as such capitalized terms are defined in the participant’s employment, severance of other agreement) prior to the full vesting of the options and restricted stock held by the participant (i.e., the options becoming exercisable in their entirety and the restricted stock ceasing to have any risks of forfeiture), then, on or effective as of the termination date of employment, the annual installment of such options and restricted stock that is due to vest on the first vesting date following the termination date shall accelerate and vest on a pro rata basis based on the number of days elapsed from the prior vesting date of such options and restricted stock to and including the termination date unless the Company delivers written notice to the participant on or before the termination date stating that such pro rata vesting of such options and restricted stock will not occur.

 

4



 

In the event a participant’s employment is terminated prior to the end of the vesting period due to death, disability, or normal retirement, the participant or beneficiary will be entitled to receive accelerated vesting (in whole or on a pro rate basis for the period employed) that would have been earned if the participant’s employment had continued to the end of the then current Plan Year, subject to the terms of the agreement granting the Award or the approval of the Compensation Committee and subject to the terms of the 2006 Plan.

 

All restrictions of restricted stock awards will automatically lapse and vesting of stock option awards under the LTIP will automatically accelerate upon a change in control, consistent with the terms of the 2006 Plan.

 

At the sole discretion of the Compensation Committee, a participant may not receive an Award or may receive a reduced Award due to substantiated poor individual performance or misconduct and may be declared ineligible under the Plan.

 

Item 8.01

 

Other Events.

 

On December 17, 2009, the Company announced that its Board of Directors declared a semiannual cash dividend of $0.05 per share of outstanding common stock payable on January 29, 2010, to stockholders of record as of the close of business on January 15, 2010.

 

The Company’s press release dated December 17, 2009, announcing this cash dividend is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.

 

Item 9.01

 

Financial Statements, Pro-Forma Financial Information and Exhibits

 

 

 

 

 

(d)

 

Exhibit 10.1

 

Cantel Medical Corp. Annual Incentive Compensation Plan

 

 

Exhibit 10.2

 

Cantel Medical Corp. Long Term Incentive Compensation Plan

 

 

Exhibit 99.1

 

Press release of Registrant dated December 17, 2009.

 

5



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

CANTEL MEDICAL CORP.

 

 

 

 

 

By:

/s/ Andrew A. Krakauer

 

 

Andrew A. Krakauer

 

 

President and CEO

 

 

Dated: December 23, 2009

 

 

6


EX-10.1 2 a09-36903_1ex10d1.htm EX-10.1

Exhibit 10.1

 

 

CANTEL MEDICAL CORP.

 

ANNUAL INCENTIVE COMPENSATION PLAN

 



 

Purpose and Objectives

 

The purpose of the Incentive Compensation Plan (Plan) is to contribute to the motivation of key employees in accomplishing the Company’s goals.  The objectives of the Plan are as follows:

 

·      Clearly communicate and reinforce strategic, operational and financial objectives.

 

·      Provide a competitive incentive for achievement of corporate and divisional goals on both an individual and team basis.

 

·      Establish an objective basis for determining annual awards.

 

Plan Definitions

 

Certain words or phases used in this plan document are defined as follows:

 

·      Award - An annual incentive compensation award.

 

·      Base Salary — Base salary as of July 31st of the Plan Year (or a participant’s last day of employment with the Company if prior to July 31st), disregarding any reduction in the rate of base salary during the six-month period immediately preceding such date.

 

·      Company — Cantel Medical Corp.

 

·      Compensation Committee — a subgroup of the Company’s Board of Directors responsible for the following functions: (1) discharging the Board’s responsibilities relating to compensation of executive officers; (2) producing an annual report on executive compensation for inclusion in the proxy statement; and (3) design, maintenance and administration of all of the company’s incentive plans.

 

·      Plan Year - The period from August 1st - July 31st (fiscal year of Company).  The initial Plan Year is the fiscal year ending July 31, 2010.

 

·      Target Award - An incentive compensation award to be earned by a participant based on achieving pre-determined financial objectives and other performance objectives during the Plan Year that represents payment at 100%.

 

Eligibility

 

All executive officers of the Company, the Presidents of the Company’s Minntech Corporation, Mar Cor Purification, Inc. and Crosstex International, Inc. subsidiaries and other direct reports to the CEO of the Company who are approved by the Compensation Committee are eligible for Awards under this Plan.  New hires/promotions are eligible for a pro-rated Award. Participation will be based on a position’s level and ability to influence the long term performance of the Company.  Participants are identified by title and recommended by the CEO of Cantel Medical Corp., subject to the approval of the Compensation Committee.

 

Administration

 

The Compensation Committee has ultimate authority over the Plan, is responsible for approving the Plan and may alter any provision of the Plan or terminate the Plan at any time subject to the terms of the Plan herein. The Compensation Committee will directly administer the Plan with respect to all participants.  Specific responsibilities of the Committee include:

 

·      Approving Annual Incentive Compensation Plan

 

2



 

·      Approving the performance objectives, targets and ranges

 

·      Determining incentive compensation award percentages

 

·      Approving incentive compensation awards

 

The CEO of the Company will make recommendations to the Compensation Committee and resolve questions regarding the interpretation of the Plan.

 

Prior to the commencement of each new Plan Year or within sixty (60) days thereafter, the Compensation Committee shall approve and adopt specific performance targets and target award levels for Plan participants for such year.  Such performance targets and target award levels shall be set forth in an Annual Incentive Compensation Plan.

 

Target Award Levels

 

The target incentive awards for each eligible position (by category) are expressed as a percentage of Base Salary as follows:

 

ELIGIBLE POSITION

 

TARGET INCENTIVE AWARD

 

CEO/President

 

70% - 100%

 

COO, Division CEO, Senior Vice President

 

45% - 65%

 

Vice Presidents, Directors

 

40% - 55%

 

Other Key Employees

 

10% - 35%

 

 

Notwithstanding the foregoing, Division CEOs will have 25% of their Bonus Target based on the annual Performance Target established for executives of Cantel Medical Corp.  The remaining 75% will be based on the annual performance target specific to the operations of such CEO’s division(s), which shall be established by the CEO of the Company in consultation with the Compensation Committee.

 

Awards will be determined as follows:

 

 

 

EARNINGS GROWTH
CORP

 

EARNINGS
GROWTH
DIVISION

 

CORPORATE EXECUTIVES

 

100

%

 

DIVISION CEOs

 

25

%

75

%

 

3



 

Payout Ranges

 

Payout ranges are based upon target incentive award and are expressed as a percentage of base salary as follows:

 

 

 

MINIMUM

 

TARGET

 

MAXIMUM

 

Financial Objective

 

50

%

100

%

200

%

 

Determination of Awards

 

To maintain a focus on increasing shareholder value and driving superior financial performance, awards under this Plan will be based on the achievement of growth in the Company’s earnings, as measured by earnings per share or on such other performance criteria as may be established by the Compensation Committee for each Plan Year and set forth in the Annual Incentive Compensation Plan. Notwithstanding the specific performance criteria established, in making a determination as to whether or not such criteria was satisfied and the extent to which a bonus should be awarded, the Compensation Committee shall take into consideration factors such as unanticipated taxes, acquisition costs, non-recurring and extraordinary items, and other equitable factors, as determined by the Compensation Committee in its discretion.

 

Distribution of Awards

 

Awards under the Plan are to be paid to eligible participants in cash as soon as financial performance is finalized and individual performance has been assessed, but in no case later than October 15th.

 

Subject to the terms of a participant’s employment, severance or other written compensation agreement with the Company, a participant must be actively employed by the Company on the date the Award is paid to receive the Award.  Participants hired or promoted to an eligible position for participation in the Plan during the Plan Year may receive a pro-rated Award (based on time in the eligible position during the Plan Year) subject to the approval of the Compensation Committee.

 

In the event a participant’s employment is terminated prior to the end of the Plan Year due to death, disability, or normal retirement, the participant or beneficiary will be entitled to receive the Award (in whole or on a pro rata basis for the period employed) that would have been earned if participant’s employment had continued to the end of the Plan Year, subject to the approval of the Compensation Committee.

 

At the sole discretion of the Compensation Committee, a participant may not receive an Award, or the amount of an Award may be decreased, due to substantiated poor individual performance or misconduct and may be declared ineligible under the Plan.  The Committee intends to provide written notice to such participant promptly following its knowledge or determination of poor individual performance or misconduct and give the participant an opportunity to dispute or explain his performance or misconduct and, to the extent practical, correct any correctible poor performance; provided, however, that the failure to provide such notice shall not affect the Committee’s rights under this paragraph.

 

4



 

General Provisions

 

Limitations on Vested Interest

 

It is understood that the Awards hereunder are within the sole discretion of the Company.  No participant has any vested interest in an award under the Plan until such Award has been approved by the Compensation Committee.

 

Participants may be deleted from the Plan at the beginning of each Plan Year at the sole discretion of the Compensation Committee by giving written notice to such participants at least thirty (30) days prior to the commencement of the Plan Year. New participants may be added to the Plan at any time at the sole discretion of the Compensation Committee.

 

Employment Rights

 

The Plan does not give any employee the right to be retained in the employ of the Company.  Specifically, the Plan does not create an employment contract for the Plan Year or any part thereof.

 

Non-Assignment

 

Incentive compensation payments may not be pledged, assigned or transferred for any reason other than in connection with the death of a Participant.

 

Withholding

 

Any taxes required to be withheld by Federal, State or Local Regulations will be deducted from incentive compensation payments hereunder.

 

Discontinuance, Suspension or Amendment of the Plan

 

The Company, with the approval of the Compensation Committee, may discontinue or suspend the Plan at any time, or amend the Plan in any respect.  The Company may review the Plan and its administration at any time to determine whether the objectives of the Plan continue to be met.

 

5


EX-10.2 3 a09-36903_1ex10d2.htm EX-10.2

Exhibit 10.2

 

 

CANTEL MEDICAL CORP.

 

LONG TERM INCENTIVE PLAN

 



 

Purpose and Objectives

 

The purpose of the Long Term Incentive Plan (Plan) is to contribute to the motivation of key employees in accomplishing the Company’s long term strategic and shareholder value goals.  The specific objectives of the Plan are as follows:

 

·                  Clearly communicate and reinforce strategic, operational and financial objectives linked to creating shareholder value.

 

·                  Provide a competitive incentive for achievement of long term corporate shareholder value goals.

 

·                  Establish an objective basis for determining annual long term incentive Awards for eligible participants.

 

Plan Definitions

 

Certain words or phases used in this plan document are defined as follows:

 

·                  Award - An annual long term incentive equity award granted under this Plan.

 

·                  Company — Cantel Medical Corp.

 

·                  Compensation Committee — a subgroup of the Board of Directors responsible for the following functions: (1) discharging the Board’s responsibilities relating to compensation of executive officers; (2) producing an annual report on executive compensation for inclusion in the proxy statement; and (3) design, maintenance and administration of all of the company’s incentive plans.

 

·                  Plan Year - The period from August 1st - July 31st (fiscal year of Company). The initial Plan Year is the fiscal year ending July 31, 2010.

 

·                  Target Award - An Award granted to a participant based on eligibility and achievement of EPS objectives and/or other performance objectives for the Plan year established by the Compensation Committee that represents a grant at 100%.

 

·                  2006 Plan -  the Company’s 2006 Equity Incentive Plan.

 

Eligibility

 

All executive officers of the Company, the Presidents of the Company’s Minntech Corporation, Mar Cor Purification, Inc. and Crosstex International, Inc. subsidiaries and other direct reports to the CEO of the Company who are approved by the Compensation Committee are eligible for Awards under this Plan.  New hires/promotions are eligible for a pro-rated Award. Participation will be based on a position’s level and ability to influence the long term performance of the Company.  Participants are identified by title and recommended by the CEO of Cantel Medical Corp., subject to the approval of the Compensation Committee.

 

Administration

 

The Compensation Committee has ultimate authority over the Plan, is responsible for approving the Plan and may alter any provision of the Plan or terminate the Plan at any time subject to the terms of the Plan

 

2



 

herein. The Compensation Committee will directly administer the Plan with respect to all participants.  Specific responsibilities of the Committee include:

 

·                  Approving annual Awards made under the Plan

 

·                  Approving performance targets

 

·                  Determining Award levels and participation eligibility

 

The CEO of the Company will make recommendations to the Compensation Committee and resolve questions regarding the interpretation of the Plan.

 

All Awards granted hereunder made under the 2006 Plan shall be subject to the terms and conditions of the 2006 Plan.

 

Target Grant Size

 

The annualized expected value of the executives’ target Awards will be reviewed annually by the Compensation Committee to ensure competitiveness with market trends.

 

Mix of Targeted Award Value

 

All participants will be eligible for an Award consisting of a mix of restricted stock and stock options.

 

Performance Measures

 

Performance based Awards will be contingent on acceptable individual performance as well as predetermined financial objectives of the Company or one or more of its subsidiaries or operating segments determined by the Compensation Committee. Performance based Awards will vest upon achievement of the designated performance criteria. Notwithstanding the specific performance criteria established, in making a determination as to whether or not such criteria such as earnings growth was achieved, the Compensation Committee shall take into consideration factors such as unanticipated taxes, acquisition costs, non-recurring and extraordinary items, and other equitable factors, as determined by the Compensation Committee in its discretion.

 

Vesting Period for Service-based Awards

 

Service-based Awards will vest ratably over three (3) years following the date of grant, or such other period of time determined by the Compensation Committee, subject to the terms and conditions set forth in the 2006 Plan and the agreement reflecting the Award.

 

Award Term

 

The term of each Award will be determined by the Compensation Committee.

 

Effect of Termination

 

If a participant voluntarily terminates his employment with the Company for any reason other than “Good Reason,” or “Adequate Reason” or normal retirement, or if the Company terminates a participant’s employment for “Cause” or “Unacceptable Performance” then the participant will forfeit any non-vested Awards (as such capitalized terms are defined in a participant’s employment, severance or other agreement).

 

3



 

In the event of a termination of a participant’s employment (i) by a participant for “Good Reason” or “Adequate Reason” or (ii) by the Company other than for “Cause” or “Unacceptable Performance” (as such capitalized terms are defined in the participant’s employment, severance of other agreement) prior to the full vesting of the options and restricted stock held by the participant (i.e., the Options becoming exercisable in their entirety and the restricted stock ceasing to have any risks of forfeiture), then, on or effective as of the termination date of employment, the annual installment of such options and restricted stock that is due to vest on the first vesting date following the termination date shall accelerate and vest on a pro rata basis based on the number of days elapsed from the prior vesting date of such options and restricted stock to and including the termination date unless the Company delivers written notice to the participant on or before the termination date stating that such pro rata vesting of such options and restricted stock will not occur.

 

In the event a participant’s employment is terminated prior to the end of the vesting period due to death, disability, or normal retirement, the participant or beneficiary will be entitled to receive accelerated vesting (in whole or on a pro rate basis for the period employed) that would have been earned if the participant’s employment had continued to the end of the then current Plan Year, subject to the terms of the agreement granting the Award or the approval of the Compensation Committee and subject to the terms of the 2006 Plan.

 

Effect of a Change in Control

 

All restrictions of restricted stock Awards will automatically lapse and vesting of stock option Awards will automatically accelerate upon a change in control, consistent with the terms of the 2006 Plan.

 

Distribution of Awards

 

Within seventy-five (75) days following each Plan Year, the Compensation Committee shall (a) review the Company’s performance and individual performances of participants during such Plan Year, (b) review all performance based Awards granted or to be granted during or with respect to such Plan Year to determine whether or not the requisite performance targets were achieved, (c) based on such review, take such actions that are required in connection with the granting, vesting or forfeiture of such Awards (based on the terms thereof) and (d) develop and adopt a summary plan including performance based requirements and Award targets, if any, for the following Plan Year.  The summary plan for each Plan Year shall be delivered to the Board promptly following its adoption by the Compensation Committee.

 

A participant must be actively employed by the Company on the date Awards are made to receive a new Award.  Participants hired or promoted to an eligible position during the Plan year may receive a pro-rated Award (based on time in the eligible position during the Plan year) subject to the approval of the Compensation Committee.

 

At the sole discretion of the Compensation Committee, a participant may not receive an Award or may receive a reduced Award due to substantiated poor individual performance or misconduct and may be declared ineligible under the Plan. The Compensation Committee intends to provide written notice to such participant promptly following its knowledge or determination of poor individual performance or misconduct and give the participant an opportunity to dispute or explain his performance or misconduct and, to the extent practical, correct any correctible poor performance; provided, however, that the failure to provide such notice shall not affect the Committee’s rights under this paragraph.

 

4



 

General Provisions

 

Limitations on Vested Interest

 

It is understood that the Awards hereunder are within the sole discretion of the Company.  No participant has any vested interest in an Award under the Plan until such Award has been approved by the Compensation Committee.

 

Participants may be deleted from or added to the Plan each year at the sole discretion of the Compensation Committee.

 

Employment Rights

 

The Plan does not give any employee the right to be retained in the employ of the Company.  Specifically, the Plan does not create an employment contract for the Plan year or any part thereof.

 

Non-Assignment

 

Awards may not be pledged, assigned or transferred for any reason.

 

Discontinuance, Suspension or Amendment of the Plan

 

The Company, with the approval of the Compensation Committee, may discontinue or suspend the Plan at any time, or amend the Plan in any respect; provided, however, that no discontinuance, suspension or amendment may adversely affect any then outstanding Award without the consent of the holder of such Award.  The Company may review the Plan and its administration at any time to determine whether the objectives of the Plan continue to be met.  Where appropriate, the Compensation Committee may make changes in the Plan.

 

5


EX-99.1 4 a09-36903_1ex99d1.htm EX-99.1

Exhibit 99.1

 

CANTEL MEDICAL CORP.

150 Clove Road

Little Falls, New Jersey 07424

 

FOR IMMEDIATE RELEASE

Contact:

Andrew A. Krakauer

Richard E. Moyer

 

President & CEO

Cameron Associates, Inc.

 

Cantel Medical Corp.

richard@cameronassoc.com

 

Phone: (973) 890-7220

Phone: (212) 554-5466

 

CANTEL MEDICAL AUTHORIZES

SEMIANNUAL DIVIDEND

 

LITTLE FALLS, New Jersey (December 17, 2009) .... CANTEL MEDICAL CORP. (NYSE:CMN) announced today that its Board of Directors intends to pay, for the first time, a semiannual cash dividend of $0.05 per outstanding share, or $0.10 per share annually, on the Company’s common stock. The Board declared the first cash dividend of $0.05 per share of outstanding common stock, to be paid on January 29, 2010 to shareholders of record at the close of business on January 15, 2010. Future declaration of semiannual dividends and the establishment of future record and payment dates are subject to the final determination of the Company’s Board of Directors.

 

Andrew A. Krakauer, President and CEO, stated, “The Board of Directors believes that it is in the best interests of the Company’s shareholders to commence the payment of regular semiannual cash dividends. Our new dividend policy reflects the sustained strength of our financial performance and our outstanding cash flow generation and balance sheet.”

 

Cantel Medical Corp. is a leading provider of infection prevention and control products in the healthcare market. Our products include specialized medical device reprocessing systems for renal dialysis and endoscopy, dialysate concentrates and other dialysis supplies, disposable infection control products primarily for the dental industry, water purification equipment, sterilants, disinfectants and cleaners, hollow fiber membrane filtration and separation products for medical and non-medical applications, and specialty packaging for infectious and biological specimens. We also provide technical maintenance for our products and offer compliance training services for the transport of infectious and biological specimens. For further information, visit the Cantel website at www.cantelmedical.com.

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks and uncertainties, including, without limitation, the risks detailed in Cantel’s filings and reports with the Securities and Exchange Commission. Such forward-looking statements are only predictions, and actual events or results may differ materially from those projected or anticipated.

 


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