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Steris Corporation Form of Restricted Stock Agreement For Directors

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Exhibit 10.5

STERIS CORPORATION

RESTRICTED STOCK AGREEMENT WHEREAS, (the " Grantee" ) is a Director of STERIS Corporation, an Ohio corporation (" STERIS" ); and

NOW, THEREFORE, pursuant to the STERIS Corporation 2006 Long-Term Equity Incentive Plan (the " Plan" ), STERIS, as of (the " Date of Grant" ), hereby grants to the Grantee shares of Restricted Stock (as defined in the Plan) (the " Restricted Shares" ), effective as of the Date of Grant, subject to the terms and conditions of the Plan and the following additional terms, conditions, limitations and restrictions. 1. Issuance of Restricted Shares. The Restricted Shares covered by this Agreement shall be issued to the Grantee effective upon the Date of Grant. The Common Shares subject to this grant of Restricted Shares shall be registered in the Grantee' s name and shall be fully paid and nonassessable. Any certificate or other evidence of ownership shall bear an appropriate legend referring to the restrictions hereinafter set forth.

2. Documents Delivered with Agreement . STERIS has delivered to the Grantee, 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; and (c) two copies of an acknowledgement form (the " Acknowledgement Form" ). By executing this Agreement, the Grantee acknowledges receipt of these documents.

3. Restrictions on Transfer of Shares. The Common Shares subject to this grant of Restricted Shares may not be sold, exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of by the Grantee, except to STERIS, unless the Restricted Shares are nonforfeitable as provided in Section 4 hereof; provided , however , that the Grantee' s rights with respect to such Common Shares may be transferred by will or pursuant to the laws of descent and distribution. Any purported transfer or encumbrance in violation of the provisions of this Section 3 shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such Common Shares. The Company in its sole discretion, when and as permitted by the Plan, may waive the restrictions on transferability with respect to all or a portion of the Common Shares subject to this grant of Restricted Shares.

4. Vesting of Restricted Shares. Subject to the terms of this Agreement and the Plan (including Section 11 thereof, the rules of which shall apply to this Agreement), all of the Restricted Shares covered by this Agreement shall vest and become nonforfeitable as follows, provided that Grantee remains a Director through the vesting date[s] indicated: Restricted Shares Vest On

[TO BE PROVIDED] 5. Forfeiture of Shares. Subject to the terms of this Agreement and the Plan (including Section 11 thereof, the rules of which shall apply to this Agreement), if the Grantee ceases to be a Director of STERIS before the last vesting date noted above, any Restricted Shares that have not vested shall be forfeited.

6. Dividend, Voting and Other Rights. Except as otherwise provided herein, from and after the Da
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