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Stock Option Agreement

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Exhibit 10(jj)


STOCK OPTION AGREEMENT made as of the 10th day of October 2000, by and between CANTEL MEDICAL CORP., a Delaware corporation with principal offices located at 1135 Broad Street, Clifton, New Jersey, 07013 (the "Company"), and JOSEPH M. COHEN, 410 East 57th Street, Apt. 14A, New York, New York 10022 (the "Optionee").


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The Optionee is presently a director of the Company and is hereby granted an option to purchase shares of the Company's Common Stock, par value $.10 per share ("Common Stock"), on the terms and conditions set forth below.


NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, receipt of which is hereby acknowledged, the Company hereby grants the Optionee the option to acquire shares of the Common Stock of the Company upon the following terms and conditions:


1. GRANT OF OPTION.


(a) The Company hereby grants to the Optionee the right and option (the "Option") to purchase up to 10,000 shares of Common Stock (the "Shares"), to be issued upon the exercise hereof, fully paid and non-assessable, during the following periods:


(i) 3,334 Shares may be purchased commencing October 10, 2000;
(ii) an additional 3,333 Shares may be purchased commencing
October 10, 2001; and (iii) an additional 3,333 Shares may be
purchased commencing October 10, 2002.


(b) The Option granted hereby shall expire and



terminate at 5:00 p.m. local time in New York, New York on October 9, 2005 (the "Expiration Date") at which time the Optionee shall have no further right to purchase any Shares not then purchased.


2. EXERCISE PRICE. The exercise price of the Option shall be $8.38 per Share, and shall be payable in cash or by certified check; provided, however, that in lieu of payment in full in cash or by such check, the exercise price (or balance thereof) may be paid in full or in part by the delivery and transfer to the Company of Common Stock already owned by the Optionee and having a fair market value (as determined by the Board of Directors in its absolute discretion) equal to the cash exercise price (or balance thereof) for the number of Shares as to which the Option is being exercised. The Company shall pay all original issue or transfer taxes on the exercise of the Option.


3. EXERCISE OF OPTION. The Optionee shall notify the Company by registered or certified mail, return receipt requested, addressed to its principal office, as to the number of Shares which he desires to purchase under the Option, which notice shall be accompanied by payment of the Option exercise price therefor as specified in Paragraph 2 above. As soon as practicable after the receipt of such notice, the Company shall, at its principal office or another mutually convenient location, tender to the Optionee certificates issued in the Optionee's name evidencing the Shares purchased by the Optionee hereunder.


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4. CONDITIONS OF EXERCISE. The Optionee (or his legal representative following the death of the Optionee) shall have the right to exercise the Option only while the Optionee is a director of the Company; provided, however, the Option may be exercised at any time within three (3) months after th
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