STERIS CORPORATION FORM OF NONQUALIFIED STOCK OPTION AGREEMENT FOR NONEMPLOYEE DIRECTORSNonqualified Stock Option Agreement for Nonemployee Directors • February 8th, 2013 • Steris Corp • Orthopedic, prosthetic & surgical appliances & supplies • Ohio
This Agreement is between STERIS Corporation ("STERIS") and _______________ ("Optionee"), with respect to the grant of a Nonqualified Stock Option by STERIS to Optionee pursuant to the STERIS Corporation 2006 Long-Term Equity Incentive Plan, as Amended and Restated Effective July 28, 2011, and as further amended from time to time (the "Plan"). (Capitalized terms used in this Agreement and not otherwise defined have the meanings assigned to them in the Plan.)
STERIS CORPORATION FORM OF NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES – __________________Nonqualified Stock Option Agreement for Employees – __________________ • February 8th, 2013 • Steris Corp • Orthopedic, prosthetic & surgical appliances & supplies • Ohio
This Agreement (“Agreement”) is between STERIS Corporation (“STERIS”) and Optionee, with respect to the grant of a Nonqualified Stock Option by STERIS to Optionee pursuant to the STERIS Corporation 2006 Long-Term Equity Incentive Plan, as Amended and Restated Effective July 28, 2011, and as further amended from time to time (the “Plan”).
JOINDER SUPPLEMENT TO THIRD AMENDED AND RESTATED GUARANTY OF PAYMENTSteris Corp • February 8th, 2013 • Orthopedic, prosthetic & surgical appliances & supplies • Ohio
This JOINDER SUPPLEMENT TO THIRD AMENDED AND RESTATED GUARANTY OF PAYMENT, dated as of October 29, 2012 (this “Supplement”), is made by Spectrum Surgical Instruments Corp., an Ohio corporation (together with its successors and assigns, the “Additional Guarantor”).
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 8th, 2013 • Steris Corp • Orthopedic, prosthetic & surgical appliances & supplies • Ohio
This Amendment No. 1 to the Third Amended and Restated Credit Agreement (this “Amendment”) is entered into as of October 12, 2012, by and among STERIS CORPORATION, an Ohio corporation (“Borrower”), the lending institutions parties to the Credit Agreement (“Lenders”), KEYBANK NATIONAL ASSOCIATION, as administrative agent for the Lenders (“Agent”) and as Joint-Lead Arranger, Joint-Book Runner and as an LC Issuer, J.P. MORGAN SECURITIES LLC, as Joint-Lead Arranger and Joint-Book Runner, JPMORGAN CHASE BANK, N.A., as Syndication Agent and as an LC Issuer, BANK OF AMERICA, N.A., as an LC Issuer and Co-Documentation Agent, PNC BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent, and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agent.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 8th, 2013 • Steris Corp • Orthopedic, prosthetic & surgical appliances & supplies • Ohio
THIS STOCK PURCHASE AGREEMENT (“Agreement”) is made as of the 16th day of October, 2012 (the “Effective Date”), by and among: (a) STERIS Corporation, an Ohio corporation (“Buyer”); (b) THE RICHARD J. SCHULTZ REVOCABLE LIVING TRUST DATED 5/4/2004 (the “R. Schultz Trust”) and THE MICHELLE A. SCHULTZ REVOCABLE LIVING TRUST DATED 5/4/2004 (the “M. Schultz Trust” and together with the R. Schultz Trust, the “Trusts”); (c) MICHELLE A. SCHULTZ, individually and as trustee of the M. Schultz Trust, and RICHARD J. SCHULTZ, individually and as trustee of the R. Schultz Trust (each, a “Selling Shareholder” and together with Michelle A. Schultz, “Selling Shareholders”); and (d) SPECTRUM SURGICAL INSTRUMENTS CORP., an Ohio close corporation (the “Company”).
AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • February 8th, 2013 • Steris Corp • Orthopedic, prosthetic & surgical appliances & supplies
Each Nonqualified Stock Option Agreement (each an “Agreement”) for stock option grants made to Optionee on or after January 1, 2009 and prior to February 9, 2013 pursuant to the STERIS Corporation 2006 Long-Term Equity Incentive Plan (the “Plan”) is hereby amended as follows:
JOINDER SUPPLEMENT TO THIRD AMENDED AND RESTATED GUARANTY OF PAYMENTSteris Corp • February 8th, 2013 • Orthopedic, prosthetic & surgical appliances & supplies • Ohio
This JOINDER SUPPLEMENT TO THIRD AMENDED AND RESTATED GUARANTY OF PAYMENT, dated as of October 9, 2012 (this “Supplement”), is made by United States Endoscopy Group, Inc., an Ohio corporation (together with its successors and assigns, the “Additional Guarantor”).
