On July 3, 2019, Cantel Medical Corp. (the “Company”) adopted an Executive Severance and Change in Control Plan (the “Plan”), which will provide severance and benefits to eligible key employees (“Participants”) of the Company and certain subsidiaries of the Company in connection with certain terminations of employment. The Plan has also been approved by the Compensation Committee of the Board of Directors and has an effective date of July 3, 2019.

Under the terms of the Plan, in the event that a Participant is involuntarily terminated by the Company without cause or, for certain categories of Participants, resigns from the Company for good reason (“Involuntarily Terminated”) outside of a change in control period (as defined in the Plan), the Participant would be entitled to (i) a severance payment consisting of a multiple of the Participant’s base salary (ranging from 0.75 times to two times), (ii) a lump sum payment equivalent to a pro-rata portion of the Participant’s target annual cash bonus for the year in which the termination occurred, (iii) a lump sum payment approximating a certain period of COBRA premiums for continued coverage under the Company’s group health insurance plan (ranging from 9 to 18 months), and (iv) 12 months of outplacement services. In addition, the top tier (defined as the Chief Executive Officer) of Participants is entitled to an additional lump sum payment equivalent to twice the Participant’s target annual target cash bonus for the year in which the termination occurred.

In the event that a Participant is Involuntarily Terminated by the Company during a change in control period, the Participant would be entitled to (i) a severance payment consisting of a multiple of the Participant’s base salary (ranging from one to two times), (ii) a lump sum payment equivalent to a pro-rata portion of the Participant’s target annual cash bonus for the year in which the termination occurred, (iii) an additional lump sum payment equivalent to a multiple of the Participant’s target annual cash bonus for the year in which the termination occurred (ranging from one to two times), (iv) a lump sum payment approximating a certain period of COBRA premiums for continued coverage under the Company’s group health insurance plan (ranging from 12 to 24 months), and (v) accelerated vesting of all outstanding equity awards (with performance awards vesting at target).

The Plan does not provide for a gross-up payment to any of the Participants to offset taxes, including any excise taxes that may be imposed on excess parachute payments under Section 4999 (the “Excise Tax”) of the Internal Revenue Code of 1986, as amended. Instead, with respect to Excise Tax, the Plan provides that in the event that the payments described above would, if paid, be subject to the Excise Tax, then Participant shall be entitled to receive either (A) the full amount of the payments and assume full responsibility for the tax impacts, or (B) the maximum amount that may be provided to such Participant without resulting in any portion of the payments subject to the Excise Tax.

The receipt of the foregoing benefits under the Plan is conditioned on the Participant signing, and not revoking, a separation and release agreement, which includes a general release of claims by the Participant against the Company and certain post-employment restrictive covenants.

The foregoing description of the Severance Plan does not purport to be complete and is subject to and qualified in its entirety by reference to the Plan, a copy of which is attached hereto as Exhibit 10.1, the terms of which are incorporated herein by reference.

(d) Exhibits

Exhibit 10.1Executive Severance and Change in Control Plan (the “Plan”) dated July 3, 2019.

CANTEL MEDICAL CORP Exhibit
EX-10.1 2 ex101executiveseveranceand.htm EXHIBIT 10.1 Exhibit Exhibit 10.1CANTEL MEDICAL CORP.EXECUTIVE SEVERANCE AND CHANGE IN CONTROL PLANTable of Contents     Page1. ESTABLISHMENT AND PURPOSE OF PLAN    12. DEFINITIONS AND CONSTRUCTION    13. SEVERANCE BENEFITS FOR QUALIFYING TERMINATIONS    84. NO CONTRACT OF EMPLOYMENT    125. CONFLICT IN BENEFITS; NONCUMULATION OF BENEFITS    126. ADMINISTRATION,…
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About CANTEL MEDICAL CORP. (NYSE:CMD)

Cantel Medical Corp. is a provider of infection prevention products and services in the healthcare market. The Company’s operating segments include Endoscopy; Water Purification and Filtration; Healthcare Disposables, and Dialysis. Its Endoscopy segment includes medical device reprocessing systems, disinfectants, detergents and other supplies. The Company’s Water Purification and Filtration segment includes water purification equipment and services, filtration and separation products, and disinfectant, sterilization and decontamination products and services. Its Healthcare Disposables segment includes single-use, infection prevention and control healthcare products. The Company’s Dialysis segment includes medical device reprocessing systems, sterilants/disinfectants, dialysate concentrates and other supplies for renal dialysis. The Company offers a range of filters utilizing hollow fiber membrane technology.