Common use of Vesting of Restricted Shares Clause in Contracts

Vesting of Restricted Shares. The Restricted Shares are subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect to the Restricted Shares. (a) 100% of the Restricted Shares subject hereto shall become vested and non-forfeitable on the third anniversary of the Effective Date, provided the Grantee remains in continuous service with the Company through such date. (b) Upon cessation of the Service Relationship (hereinafter defined), any Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (c) If the Service Relationship (as defined below) terminates due to the Grantee’s death, or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by the Company without “Cause”, due to the Grantee’s “Disability” or due to a resignation by the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), and the Grantee executes a release of claims in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocable. (d) For purposes of this Agreement, “Service Relationship” means the Grantee’s employment or service with the Company or its parent or any subsidiary or Affiliate, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, the Grantee’s Service Relationship shall not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the Company or a transfer between locations of the Company, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination of the Service Relationship:

Vesting of Restricted Shares. The Restricted Shares are subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect to the Restricted Shares. (a) a. 100% of the Restricted Shares subject hereto shall become vested and non-forfeitable on the third anniversary of the Effective Date, provided the Grantee remains in continuous service with the Company through such date. (b) b. Upon cessation of the Service Relationship (hereinafter defined), any Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (c) c. If the Service Relationship (as defined below) terminates due to the Grantee’s death, or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by the Company without “Cause”, due to the Grantee’s “Disability” or due to a resignation by the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), and the Grantee executes a release of claims in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocable. (d) d. For purposes of this Agreement, “Service Relationship” means the Grantee’s employment or service with the Company or its parent or any subsidiary or Affiliate, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, the Grantee’s Service Relationship shall not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the Company or a transfer between locations of the Company, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination of the Service Relationship:

Vesting of Restricted Shares. The Restricted Shares are subject Subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect and the Plan, this grant of Restricted Shares is subject to the Restricted Shares.following limitations: (a) 100% If at the Date of Grant Grantee has attained age 55 and has been in the service of STERIS and/or a Subsidiary for at least five consecutive years (“Qualifying Retirement Eligible”), the Restricted Shares subject hereto shall vest and become vested and non-forfeitable nonforfeitable in ____ equal annual installments, on the third anniversary each of the Effective Date, provided first through ______ anniversaries of the Grantee remains in continuous service with the Company through such dateDate of Grant. (b) Upon cessation If at the Date of Grant the Grantee is not Qualifying Retirement Eligible, the Restricted Shares shall vest and become nonforfeitable on the ______ anniversary of the Service Relationship (hereinafter defined)Date of Grant; provided , any however, that if before the Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (c) If the Service Relationship (as defined below) terminates due to the Grantee’s death, or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by the Company without “Cause”, due nonforfeitable pursuant to the Grantee’s “Disability” or due to a resignation by foregoing provision, the Grantee becomes Qualifying Retirement Eligible, then on the anniversary of the Date of Grant that coincides with “Good Reason” (each as defined in that certain Employment Agreement between or immediately succeeds the date the Grantee becomes Qualifying Retirement Eligible and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), and provided the Grantee executes a release of claims has remained in the form and manner described in Section 7(c)(iii) employ of STERIS or a Subsidiary through such anniversary, the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when nonforfeitable to the same extent as they would have been on such release becomes irrevocabledate under paragraph (a) had the Grantee been Qualifying Retirement Eligible at the Date of Grant, and if such anniversary is not the ______ anniversary of the Date of Grant, the Restricted Shares will thereafter continue to vest in the same manner and to the same extent as would have been the case under paragraph (a) had the Grantee been Qualifying Retirement Eligible at the Date of Grant. (c) Notwithstanding the foregoing, if any such anniversary on which the Restricted Shares or a portion thereof would otherwise vest is not a trading day on the New York Stock Exchange, such vesting shall be deferred until the first trading day thereafter. (d) For purposes Notwithstanding anything herein to the contrary, the provisions of this AgreementSection 11 of the Plan, “Service Relationship” means other than Section 11(d)(iii), shall not apply to the Restricted Shares, and if the Grantee terminates service with STERIS and all Subsidiaries prior to the date on which the Grantee’s employment or service with 's Restricted Shares have become fully vested and nonforfeitable, subject to the Company or its parent or provisions of Section 11(d)(iii) of the Plan, those portions of the Restricted Shares that are not vested at the time of such termination shall be forfeited. (e) Also notwithstanding the foregoing, if on any subsidiary or Affiliate, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, the Grantee’s Service Relationship shall not be deemed to have terminated merely because anniversary of a change in the capacity in which the Grantee renders service to the Company or a transfer between locations Date of Grant any portion of the CompanyRestricted Shares that would otherwise vest on that anniversary represents a fractional share, its parent or that portion shall be aggregated with any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination portions of the Service Relationship. Subject to Restricted Shares that represent fractional shares and would otherwise vest on succeeding anniversary dates and all portions so aggregated shall vest on the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination first of the Service Relationship:aforesaid anniversary dates.

Vesting of Restricted Shares. The Restricted Shares are subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law. a. Provided the Grantee remains in continuous service with the Company through each applicable vesting date, except to the Restricted Shares subject hereto shall become vested and non-forfeitable as follows: (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect to the Restricted Shares. (a) 10033 1/3% of the total number of Restricted Shares subject hereto shall become vested and non-forfeitable on the third first anniversary of the Effective Date; and (ii) 16 2/3% of the total number of Restricted Shares subject hereto shall become vested and non-forfeitable on the each of the 18-month, provided 24-month, 30-month and 36-month anniversaries of the Grantee remains in continuous Effective Date. b. Upon cessation of the Grantee’s service with the Company through such date. (b) Upon cessation of the Service Relationship (hereinafter defined)for any reason, any Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. c. Solely for purposes of this Agreement, employment or service with the Company will be deemed to include employment or service with any subsidiary or Affiliate of the Company (c) If for only so long as such entity remains a subsidiary or Affiliate). d. Notwithstanding the Service Relationship (as defined below) terminates due to foregoing, if the Grantee’s death, or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination employment is terminated by the Company without “Cause”, due to the Grantee’s ” (other than by reason of death or “Disability” ”) or due to a resignation by if the Grantee with resigns for “Good Reason,” (each as those terms are defined in that certain the Employment Agreement dated July [ ] , 2011 by and between the Company and Grantee and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), ) (provided that in either such case the Grantee does not immediately thereafter commence employment with an Affiliate of the Company) and the Grantee executes timely complies with the conditions set forth in the Employment Agreement regarding the execution of a release of claims in the form and manner described in Section 7(c)(iii) favor of the Employment Agreement within Company, the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will shall become fully vested and non-forfeitable when such release becomes irrevocableat the time specified in the Employment Agreement. (d) For purposes e. The Restricted Shares shall become fully vested and non-forfeitable upon the consummation of this Agreement, a “Service RelationshipChange in Control,” means the Grantee’s employment or service with the Company or its parent or any subsidiary or Affiliate, whether as that term is defined in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, the Grantee’s Service Relationship shall not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the Company or a transfer between locations of the Company, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination of the Service Relationship:Employment Agreement.

Vesting of Restricted Shares. 3.1 The Restricted Shares shall be subject to the transfer restrictions set forth herein until satisfaction of the following trigger events (each, a “Triggering Event”): (a) 50% of the Restricted Shares shall be released upon the date on which (x) the closing price of the Novus Common Stock (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) equals or exceeds $12.50 per share for any 20 trading days within a 30-trading day period commencing after the date of the closing of the Merger (the “Closing Date”) or (y) Novus consummates a sale, merger, liquidation, exchange offer, transaction after the Merger (a “Subsequent Transaction”) which results in the stockholders of Novus having the right to exchange their shares of Novus Common Stock for cash, securities or other property having a value of at least $12.50 per share (for any noncash proceeds, determined based on the valuation set forth in the definitive agreements for such transaction or, in the absence of such valuation in good faith by the board of directors of Novus), and (b) the remaining 50% of the Restricted Shares shall be released upon the date on which (x) the closing price of the Novus Common Stock (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) equals or exceeds $15.00 per share for any 20 trading days within a 30-trading day period commencing after the Closing Date or (y) Novus consummates a Subsequent Transaction which results in the stockholders of Novus having the right to exchange their shares of Novus Common Stock for cash, securities or other property having a value of at least $15.00 per share (for any noncash proceeds, determined based on the valuation set forth in the definitive agreements for such transaction or, in the absence of such valuation, in good faith by the board of directors of Novus). 3.2 Notwithstanding anything to the contrary, the Stockholders hereby agree that in the event that none of the Trigger Events occur prior to the fifth (5th) anniversary of the Closing Date (such period of time during which the Restricted Shares are subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeituretransfer restrictions set forth herein, the “Restricted Period”), the Restricted Shares may not shall be soldforfeited to Novus and canceled and no Stockholder shall have any rights with respect thereto. 3.3 As soon as practicable, pledged, assigned, otherwise encumbered or transferred and in any manner, whether voluntarily or involuntarily by event within two (2) business days after the operation occurrence of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement Triggering Event with respect to the applicable Restricted Shares as set forth in Section 3.1, Novus shall cause any legend reflecting the limitation of transferability, the risk of forfeiture and other restrictions under this Agreement to be removed from such vested Restricted Shares. (a) 100% . For the avoidance of the Restricted Shares subject hereto shall become vested and non-forfeitable on the third anniversary of the Effective Datedoubt, provided the Grantee remains in continuous service with the Company through such date. (b) Upon cessation of the Service Relationship (hereinafter defined), any Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (c) If the Service Relationship (as defined below) terminates due to the Grantee’s deathextent then-applicable, or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares such shares will then become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by the Company without “Cause”, due remain subject to the Grantee’s “Disability” or due to a resignation by the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), and the Grantee executes a release of claims restrictions set forth in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Lock-Up Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocable. (d) For purposes of this Agreement, “Service Relationship” means the Grantee’s employment or service with the Company or its parent or any subsidiary or Affiliate, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, the Grantee’s Service Relationship shall not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the Company or a transfer between locations of the Company, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination of the Service Relationship:

Vesting of Restricted Shares. (a.) The Restricted Shares are subject covered by this Agreement shall become nonforfeitable (“Vest” or similar terms) in substantially equal installments on each of the [_____] anniversaries of the Date of Grant, conditioned upon the Grantee’s continuous employment with the Company or a Subsidiary through each such date (the period from the Date of Grant until the [_____] anniversary of the Date of Grant, the “Vesting Period”). Any Restricted Shares that do not so Vest will be forfeited, including, except as provided in Section 4(b) or Section 4(c) below, if the Grantee ceases to forfeiture be continuously employed by the Company or a Subsidiary prior to the end of the Vesting Period. For purposes of this Agreement, “continuously employed” (or substantially similar terms) means the absence of any termination of the Grantee’s employment with the Company until they become vested or a Subsidiary. Continuous employment shall not be considered terminated in the case of transfers between locations of the Company and non-forfeitable in accordance with this its Subsidiaries. (b.) Notwithstanding Section 2. While subject to forfeiture4(a) above, the Restricted Shares may shall Vest upon the occurrence of any of the following events at a time when the Restricted Shares have not be sold, pledged, assigned, otherwise encumbered or transferred been forfeited (to the extent the Restricted Shares have not previously become Vested) in any the following manner, whether voluntarily or involuntarily by the operation of law, except to : (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect to the Restricted Shares. (a) 100% all of the Restricted Shares subject hereto shall become vested and non-forfeitable on Vest if the third anniversary Grantee should die prior to the end of the Effective Date, provided Vesting Period while the Grantee remains in continuous service with is continuously employed by the Company or any of its Subsidiaries; (ii) if the Grantee should Retire or become Disabled prior to the end of the Vesting Period while the Grantee is continuously employed by the Company or any of its Subsidiaries, the Restricted Shares shall continue to Vest following such Retirement or Disability to the extent that the Restricted Shares would have Vested had the Grantee remained continuously employed by the Company or a Subsidiary through such datethe end of the Vesting Period or the occurrence of a circumstance referenced in Section 4(b)(i) or Section 4(b)(iii), whichever occurs first. (biii) Upon cessation in the event of the Service Relationship (hereinafter defined), any Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (c) If the Service Relationship (as defined below) terminates due to the Grantee’s death, or if a Change in Control (as defined below) that occurs during prior to the Service Relationshipend of the Vesting Period, any otherwise unvested the Restricted Shares will then shall become vested Vested and non-forfeitable. Similarlypayable in accordance with Section 4(c) below (i) Notwithstanding Section 4(a) above, if at any time before the Service Relationship ceases due to a termination end of the Vesting Period or forfeiture of the Restricted Shares, and while the Grantee is continuously employed by the Company without “Cause”or a Subsidiary, due to the Grantee’s “Disability” or due to a resignation by the Grantee with “Good Reason” (each as defined Change in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date Control occurs, then all of the Transaction (the “Employment Agreement”)), and the Grantee executes a release of claims in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocableVested, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(c)(ii) to continue, replace or assume the Restricted Shares covered by this Agreement (the “Replaced Award"). (dii) For purposes of this Agreement, a “Service RelationshipReplacement Award” means an award (A) of the Grantee’s employment same type (e.g., time-based restricted shares) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or service its successor in the Change in Control or another entity that is affiliated with the Company or its parent or any subsidiary or Affiliatesuccessor following the Change in Control, whether (D) if the Grantee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the capacity event of an employeea subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, director or the Replacement Award may take the form of a consultantcontinuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. Unless otherwise determined The determination of whether the conditions of this Section 4(c)(ii) are satisfied will be made by the BoardCommittee, as constituted immediately before the Grantee’s Service Relationship shall not be deemed to have terminated merely because of a change Change in the capacity in which the Grantee renders service to the Company or a transfer between locations of the Company, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the CompanyControl, in its sole discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination of the Service Relationship:.

Vesting of Restricted Shares. The Restricted Shares are subject Subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect and the Plan, other than Section 23 of the Plan, the provisions of which shall not apply to this grant of Restricted Shares, this grant of Restricted Shares is subject to the Restricted Shares.following limitations: (a) 100% Notwithstanding anything to the contrary contained in Section 23 of the Plan and subject to Section 4(f) of this Agreement, if at the Date of Grant, Grantee has attained age 55 and has been in the service of STERIS and/or a Subsidiary for at least five consecutive years (“Qualifying Retirement Eligible”), the Restricted Shares subject hereto shall vest and become vested nonforfeitable in four equal annual installments, on and non-forfeitable on the third anniversary each of the Effective Date, provided the Grantee remains in continuous service with the Company through three immediately succeeding anniversaries thereof (each such date, an “Anniversary Date”). (b) Upon cessation Subject to Section 4(f) of this Agreement, if at the Service Relationship (hereinafter defined)Date of Grant the Grantee is not Qualifying Retirement Eligible, any the Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately shall vest and automatically, without any action become nonforfeitable on the part fourth Anniversary Date succeeding the Date of Grant; provided, however, that if before the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (c) If the Service Relationship (as defined below) terminates due to the Grantee’s death, or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then have otherwise become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by the Company without “Cause”, due nonforfeitable pursuant to the Grantee’s “Disability” or due to a resignation by foregoing provision, the Grantee becomes Qualifying Retirement Eligible, then on the Anniversary Date that coincides with “Good Reason” (each as defined in that certain Employment Agreement between or immediately succeeds the date the Grantee becomes Qualifying Retirement Eligible and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), and provided the Grantee executes a release of claims has remained in the form and manner described in Section 7(c)(iii) employ of STERIS or a Subsidiary through such Anniversary Date, the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when nonforfeitable to the same extent as they would have been on such release becomes irrevocabledate under paragraph (a) had the Grantee been Qualifying Retirement Eligible at the Date of Grant, and if such Anniversary Date is not the fourth Anniversary Date subsequent to the Date of Grant, the Restricted Shares will thereafter continue to vest in the same manner and to the same extent as would have been the case under paragraph (a) had the Grantee been Qualifying Retirement Eligible at the Date of Grant. (c) Notwithstanding the foregoing, if any Anniversary Date on which the Restricted Shares or a portion thereof would otherwise vest is not a trading day on the New York Stock Exchange, such vesting shall be deferred until the first trading day thereafter. (d) Notwithstanding anything herein to the contrary, the provisions of Section 11 of the Plan, other than Section 11(d)(iii), shall not apply to the Restricted Shares, and if the Grantee terminates service with STERIS and all Subsidiaries prior to the date on which the Grantee’s Restricted Shares have become fully vested and nonforfeitable, subject to the provisions of Section 11(d)(iii) of the Plan, those portions of the Restricted Shares that are not vested at the time of such termination shall be forfeited. (e) Also notwithstanding the foregoing, if on any Anniversary Date any portion of the Restricted Shares that would otherwise vest on such Anniversary Date represents a fractional share, that portion shall be aggregated with any portions of the Restricted Shares that represent fractional shares and would otherwise vest on succeeding Anniversary Dates and all portions so aggregated shall vest on the first of the aforesaid Anniversary Dates. (f) Also notwithstanding the foregoing, all of the Restricted Shares shall be forfeited as of the April 1 that immediately succeeds the Date of Grant and none of such Restricted Shares shall vest, if the Performance Goal for the one-year period from the April 1 that immediately precedes the Date of Grant to the March 31 that immediately succeeds the Date of Grant (the “Performance Period”) is not met or exceeded. For purposes of this Agreement, the “Service RelationshipPerformance Goal” means for the Performance Period is [Applicable Performance Metric] of at least . [Definition of Applicable Performance Metric]] (a) Notwithstanding anything to the contrary contained in Section 23 of the Plan and subject to Section 4(d) of this Agreement, the Restricted Shares shall vest and become nonforfeitable on . (b) Notwithstanding the foregoing, if the date on which the Restricted Shares would otherwise vest is not a trading day on the New York Stock Exchange, such vesting shall be deferred until the first trading day thereafter. (c) Notwithstanding anything herein to the contrary, the provisions of Section 11 of the Plan, other than Section 11(d)(iii), shall not apply to the Restricted Shares, and if the Grantee terminates service with STERIS and all Subsidiaries prior to the date on which the Grantee’s employment Restricted Shares have become fully vested and nonforfeitable, subject to the provisions of Section 11(d)(iii) of the Plan, those portions of the Restricted Shares that are not vested at the time of such termination shall be forfeited. (d) Also notwithstanding the foregoing, all of the Restricted Shares shall be forfeited as of the April 1 that immediately succeeds the Date of Grant and none of such Restricted Shares shall vest, if the Performance Goal for the one-year period from the April 1 that immediately precedes the Date of Grant to the March 31 that immediately succeeds the Date of Grant (the “Performance Period”) is not met or service with the Company or its parent or any subsidiary or Affiliate, whether in the capacity exceeded. For purposes of an employee, director or a consultant. Unless otherwise determined by the Boardthis Agreement, the Grantee’s Service Relationship shall not be deemed to have terminated merely because “Performance Goal” for the Performance Period is [Applicable Performance Metric] of a change in the capacity in which the Grantee renders service to the Company or a transfer between locations at least . [Definition of the Company, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination of the Service Relationship:Applicable Performance Metric]]

Vesting of Restricted Shares. The Restricted Shares are subject Subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect and the Plan, this grant of Restricted Shares is subject to the Restricted Shares.following limitations: (a) 100% If at the Date of Grant, Grantee has attained age 55 and has been in the service of STERIS and/or a Subsidiary for at least five consecutive years (“Qualifying Retirement Eligible”), the Restricted Shares subject hereto shall vest and become vested nonforfeitable in four equal annual installments, on ____________________ and non-forfeitable on the third anniversary each of the Effective three immediately succeeding anniversaries thereof (each such ________________, an “Anniversary Date, provided the Grantee remains in continuous service with the Company through such date”). (b) Upon cessation If at the Date of Grant the Service Relationship (hereinafter defined)Grantee is not Qualifying Retirement Eligible, any the Restricted Shares which then remain forfeitable (determined after application of Section 2(c)shall vest and become nonforfeitable on _______________; provided, below) will immediately and automaticallyhowever, without any action on that if before the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (c) If the Service Relationship (as defined below) terminates due to the Grantee’s death, or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then have otherwise become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by the Company without “Cause”, due nonforfeitable pursuant to the Grantee’s “Disability” or due to a resignation by foregoing provision, the Grantee becomes Qualifying Retirement Eligible, then on the Anniversary Date that coincides with “Good Reason” (each as defined in that certain Employment Agreement between or immediately succeeds the date the Grantee becomes Qualifying Retirement Eligible and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), and provided the Grantee executes a release of claims has remained in the form and manner described in Section 7(c)(iii) employ of STERIS or a Subsidiary through such Anniversary Date, the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when nonforfeitable to the same extent as they would have been on such release becomes irrevocabledate under paragraph (a) had the Grantee been Qualifying Retirement Eligible at the Date of Grant, and if such Anniversary Date is not the fourth Anniversary Date subsequent to the Date of Grant, the Restricted Shares will thereafter continue to vest in the same manner and to the same extent as would have been the case under paragraph (a) had the Grantee been Qualifying Retirement Eligible at the Date of Grant. (c) Notwithstanding the foregoing, if any Anniversary Date on which the Restricted Shares or a portion thereof would otherwise vest is not a trading day on the New York Stock Exchange, such vesting shall be deferred until the first trading day thereafter. (d) For purposes Notwithstanding anything herein to the contrary, the provisions of this AgreementSection 11 of the Plan, “Service Relationship” means other than Section 11(d)(iii), shall not apply to the Restricted Shares, and if the Grantee terminates service with STERIS and all Subsidiaries prior to the date on which the Grantee’s employment or Restricted Shares have become fully vested and nonforfeitable, subject to the provisions of Section 11(d)(iii) of the Plan, those portions of the Restricted Shares that are not vested at the time of such termination shall be forfeited. (e) Also notwithstanding the foregoing, if on any Anniversary Date any portion of the Restricted Shares that would otherwise vest on such Anniversary Date represents a fractional share, that portion shall be aggregated with any portions of the Restricted Shares that represent fractional shares and would otherwise vest on succeeding Anniversary Dates and all portions so aggregated shall vest on the first of the aforesaid Anniversary Dates. ] (a) Notwithstanding anything contained in Section 23 of the Plan to the contrary, the Restricted Shares shall fully vest and become nonforfeitable on ___________________. (b) Notwithstanding the foregoing, if the date on which the Restricted Shares would otherwise vest is not a trading day on the New York Stock Exchange, such vesting shall be deferred until the first trading day thereafter. (c) Notwithstanding anything herein to the contrary, the provisions of Section 11 of the Plan, other than Section 11(d)(iii), shall not apply to the Restricted Shares, and if the Grantee terminates service with STERIS and all Subsidiaries prior to the Company or its parent or any subsidiary or Affiliate, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, date on which the Grantee’s Service Relationship Restricted Shares have become vested and nonforfeitable, subject to the provisions of Section 11(d)(iii) of the Plan, the Restricted Shares shall be forfeited.] (a) Notwithstanding anything contained in Section 23 of the Plan to the contrary, the Restricted Shares shall vest and become nonforfeitable in _______ (___) equal installments on ____________________ and ____________________________. (b) Notwithstanding the foregoing, if any date on which the Restricted Shares or a portion thereof would otherwise vest is not a trading day on the New York Stock Exchange, such vesting shall be deferred until the first trading day thereafter. (c) Notwithstanding anything herein to the contrary, the provisions of Section 11 of the Plan, other than Section 11(d)(iii), shall not be deemed apply to have terminated merely because of a change in the capacity in which Restricted Shares, and if the Grantee renders terminates service with STERIS and all Subsidiaries prior to the Company or a transfer between locations of the Company, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, shall determine whether date on which the Grantee’s Service Relationship has terminated Restricted Shares have become fully vested and nonforfeitable, subject to the provisions of Section 11(d)(iii) of the Plan, those portions of the Restricted Shares that are not vested at the time of such termination shall be forfeited. (d) Notwithstanding the foregoing, if the portion of the Restricted Shares that would otherwise vest on the first referenced vesting date includes a fractional share, such fractional share shall be aggregated with the fractional shares included in that portion of the Restricted Shares that would otherwise vest on succeeding vesting dates and the effective date of such termination. The following events aggregated fractional shares shall not be deemed a termination of vest on the Service Relationship:first referenced vesting date.]

Vesting of Restricted Shares. The Restricted Shares are subject to forfeiture to (a) On each of the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, 36 monthly anniversaries of the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to Vesting Commencement Date (ias defined below) an immediate family member or (ii) each a trust or other estate-planning vehicle (collectively, the “Permitted TransfereesVesting Date”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect to the Restricted Shares. (a) 100% 1/36th of the Restricted Shares subject hereto Stock shall become vested and non-forfeitable on the third anniversary of the Effective Datevest, provided that the Grantee remains in continuous service with Executive continues to be employed by the Company through Corporation as of each such dateVesting Date. For the purposes hereof, the Vesting Commencement Date shall mean July 18, 2006. (b) Upon cessation the consummation of a (i) Liquidation Event, (ii) a Qualified Public Offering, or (iii) the redemption by the Corporation of 80% or more of the Service Relationship aggregate number of shares of the Corporation’s Series AA Redeemable Preferred Stock, par value $.01 per share (hereinafter defined“Series AA Preferred Stock”) outstanding at any time (a “Series AA Redemption”, and collectively with a Liquidation Event and a Qualified Public Offering, an “Acceleration Event”), any Restricted Shares which then remain forfeitable (determined after application of Section 2(c)provided that, below) will immediately and automaticallyin each case, without any action on the part Executive continues to be employed by the Corporation following the date hereof to the date of the Companyconsummation of such Acceleration Event, all Restricted Stock held by the Executive, which shall then be forfeitedUnvested Stock, and shall automatically vest as of the Grantee will have no further rights with respect to those sharesdate of the consummation of the Acceleration Event. (c) If Shares of Restricted Stock which have become vested hereunder are referred to herein as “Vested Stock” and all other shares of Restricted Stock are referred to herein as “Unvested Stock.” Shares of Restricted Stock that are Unvested Stock do not have any rights conferred upon the Service Relationship (Restricted Stock under the Charter, including without limitation, the right to receive any payment or other consideration and conversion or redemption rights thereunder, until such time as defined below) terminates due they became Vested Stock in accordance with this Agreement and the Executive hereby waives all of the rights in respect thereof; provided, however, that so long as the Executive continues to be employed by the Corporation, the Executive shall be entitled to exercise the voting rights with respect to the Grantee’s deathVested Stock and the Unvested Stock. The Executive hereby agrees that to the extent that he shall have received any payment or other consideration relating to, or if a Change in Control (respect of, the Unvested Stock, the Executive shall be deemed to receive such payment or other consideration as defined below) occurs during agent for the Service Relationship, any otherwise unvested Restricted Shares will then become vested Corporation and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by the Company without “Cause”, due shall immediately upon receipt of such payment or other consideration deliver such payment or other consideration to the Grantee’s “Disability” or due to a resignation by the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), and the Grantee executes a release of claims in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocableCorporation. (d) For purposes To the extent that any dividends would be payable with respect to any Restricted Stock which is Unvested Stock if such Unvested Stock were Vested Stock at the time of this Agreementsuch dividend, “Service Relationship” means such dividends which would have been payable with respect to such Unvested Stock were it Vested Stock shall be held in trust by the Grantee’s employment or service Corporation, and shall be paid with the Company or its parent or any subsidiary or Affiliaterespect to such shares of Unvested Stock at such time, whether but only in the capacity event that, such shares of an employee, director or a consultantUnvested Stock become Vested Stock. Unless otherwise determined At such time as such shares of Unvested Stock become subject to repurchase by the BoardCorporation pursuant to Section 8(a) hereof, the Grantee’s Service Relationship such dividends shall not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the Company or a transfer between locations of the Company, its parent or forfeited and no longer payable under any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination of the Service Relationship:circumstances.

Vesting of Restricted Shares. (a) The Restricted Shares granted hereby are subject contingently awarded, and the Participant’s right to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiturereceive all, or any portion of, the Restricted Shares may not be soldis dependent on the achievement of the Management Objectives set forth on Exhibit A to this Award Agreement. The Restricted Shares granted hereby shall vest as provided on Exhibit A hereto, pledgedon the last day of the Performance Period, assignedif the Participant remains an employee of the Company, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation one of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transfereeits Subsidiaries and Affiliates, as applicable, on such date. Subject to Section 2(c) below, in the event of the Participant’s termination of service from the Company, or a condition to such transferSubsidiary or an Affiliate, agrees in writing to be bound by the terms of this Agreement with respect as applicable, prior to the Restricted Shares. (a) 100% last day of the Performance Period, the Restricted Shares subject hereto shall become vested granted pursuant to this Award Agreement will be forfeited and non-forfeitable cancelled on the third anniversary date of the Effective Date, provided the Grantee remains in continuous service with the Company through such datetermination of service. (b) Upon cessation Any portion of the Service Relationship (hereinafter defined), any Restricted Shares which then remain forfeitable (determined after application that does not vest on the last day of the Performance Period as provided in Section 2(a) above or Section 2(c)) below, below) will immediately be forfeited and automatically, without any action cancelled on the part last day of the Company, be forfeited, and the Grantee will have no further rights with respect to those sharesPerformance Period. (c) If the Service Relationship (as defined below) terminates due Notwithstanding anything contained in this Award Agreement to the Grantee’s deathcontrary, or if the Restricted Shares granted pursuant to this Award Agreement shall automatically vest as provided in Exhibit A hereto upon the occurrence of any of the following events: (i) a Change in Control Control, (ii) the Participant’s termination of service from the Company, and all Subsidiaries and Affiliates, as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by the Company without “Cause”applicable, due to his or her Disability, and (iii) the GranteeParticipant’s termination of service from the Company, and all Subsidiaries and Affiliates, as applicable, due to his or her death. “Disability” or due to a resignation by the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), and the Grantee executes a release of claims in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocable. (d) For purposes of this Agreement, “Service Relationship” means the GranteeParticipant’s employment inability to engage in any substantial gainful activity by reason of any medically determinable physical or service with the Company mental impairment which can be expected to result in death or its parent which has lasted or any subsidiary or Affiliate, whether in the capacity can be expected to last for a continuous period of an employee, director or a consultant. Unless otherwise determined by the Board, the Grantee’s Service Relationship shall not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the Company or a transfer between locations of the Company, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination of the Service Relationship:less than twelve (12) months.

Vesting of Restricted Shares. The Restricted Shares are subject to forfeiture to the Company until they become vested (a) Except as otherwise provided in Sections 2(b) and non-forfeitable in accordance with this Section 2. While subject to forfeiture2(c) hereof, the Restricted Shares may not shall become vested in the following amounts, at the following times and upon the following conditions, provided that the Continuous Service of the Recipient continues through and on the applicable Vesting Date: There shall be soldno proportionate or partial vesting of Restricted Shares in or during the months, pledgeddays or periods prior to each Vesting Date, assignedand all vesting of Restricted Shares shall occur only on the applicable Vesting Date. Upon the termination or cessation of Recipient’s Continuous Service, otherwise encumbered or transferred in for any mannerreason whatsoever, whether voluntarily or involuntarily by the operation any portion of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect to the Restricted SharesShares which is not yet then vested shall automatically and without notice terminate, be forfeited and be and become null and void. (ab) 100% Notwithstanding any other term or provision of this Agreement, in the event of a “Change in Control” or a “Potential Change in Control” (in each case as defined in the Plan) of the Company, the Restricted Shares subject to this Agreement shall become immediately vested as of the date of the Change in Control or the Potential Change in Control. (c) In the event of the Recipient’s Retirement, Disability or death during the term of this Agreement, all of the Restricted Shares subject hereto to this Agreement shall become be immediately vested and non-forfeitable on the third anniversary as of the Effective Datedate of such Retirement, provided Disability or death, whichever applicable, and shall be delivered, subject to any requirements under this Agreement, to the Grantee remains Recipient, in continuous service with the Company through such date. (b) Upon cessation event of his or her Retirement or Disability, or in the event of the Service Relationship (hereinafter defined), any Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (c) If the Service Relationship (as defined below) terminates due to the GranteeRecipient’s death, to the beneficiary or beneficiaries designated by the Recipient, or if a Change in Control (as defined below) occurs during the Service RelationshipRecipient has not so designated any beneficiary(ies), any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarlyor no designated beneficiary survives the Recipient, if the Service Relationship ceases due to a termination by the Company without “Cause”, due such shares shall be delivered to the Grantee’s “Disability” or due to a resignation by the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date personal representative of the Transaction (the “Employment Agreement”)), and the Grantee executes a release of claims in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocableRecipient’s estate. (d) For purposes of this Agreement, “Service Relationship” means the Grantee’s employment or service with the Company or its parent or any subsidiary or Affiliate, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, the Grantee’s Service Relationship shall not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the Company or a transfer between locations of the Company, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, terms shall have the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination of the Service Relationshipmeanings indicated:

Vesting of Restricted Shares. The Restricted Shares are subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect to the Restricted Shares. (a) 100Provided the Grantee remains in continuous service with the Company through each applicable vesting date, the Restricted Shares subject hereto shall become vested and non-forfeitable as follows: i. 33 1 3% of the total number of Restricted Shares subject hereto shall become vested and non-forfeitable on the third first anniversary of the Effective Date; and ii. 16 2 3% of the total number of Restricted Shares subject hereto shall become vested and non-forfeitable on the each of the 18-month, provided 24-month, 30-month and 36-month anniversaries of the Grantee remains in continuous service with the Company through such dateEffective Date. (b) Upon cessation of the Service Relationship (hereinafter defined)Grantee’s service with the Company for any reason, any Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (c) If Solely for purposes of this Agreement, employment or service with the Service Relationship Company will be deemed to include employment or service with any subsidiary or Affiliate of the Company (for only so long as defined belowsuch entity remains a subsidiary or Affiliate). (d) terminates due to Notwithstanding the foregoing, if the Grantee’s death, or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination employment is terminated by the Company without “Cause”, due to the Grantee’s ” (other than by reason of death or “Disability” ”) or due to a resignation by if the Grantee with resigns for “Good Reason,” (each as those terms are defined in that certain the Employment Agreement dated July 11, 2011 by and between the Company and Grantee and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), ) (provided that in either such case the Grantee does not immediately thereafter commence employment with an Affiliate of the Company) and the Grantee executes timely complies with the conditions set forth in the Employment Agreement regarding the execution of a release of claims in the form and manner described in Section 7(c)(iii) favor of the Employment Agreement within Company, the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will shall become fully vested and non-forfeitable when such release becomes irrevocableat the time specified in the Employment Agreement. (de) For purposes The Restricted Shares shall become fully vested and non-forfeitable upon the consummation of this Agreement, a “Service RelationshipChange in Control,” means the Grantee’s employment or service with the Company or its parent or any subsidiary or Affiliate, whether as that term is defined in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, the Grantee’s Service Relationship shall not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the Company or a transfer between locations of the Company, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination of the Service Relationship:Employment Agreement.

Vesting of Restricted Shares. The Restricted Shares are subject Subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect and the Plan, this grant of Restricted Shares is subject to the Restricted Shares.following limitations: (a) 100% If at the Date of Grant Grantee has attained age 55 and has been in the service of STERIS and/or a Subsidiary for at least five consecutive years (“Qualifying Retirement Eligible”), the Restricted Shares subject hereto shall vest and become vested and non-forfeitable nonforfeitable in four (4) equal annual installments, on the third anniversary each of the Effective Date, provided first through fourth anniversaries of the Grantee remains in continuous service with the Company through such dateDate of Grant. (b) Upon cessation If at the Date of Grant the Grantee is not Qualifying Retirement Eligible, the Restricted Shares shall vest and become nonforfeitable on the fourth anniversary of the Service Relationship (hereinafter defined)Date of Grant; provided , any however, that if before the Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (c) If the Service Relationship (as defined below) terminates due to the Grantee’s death, or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by the Company without “Cause”, due nonforfeitable pursuant to the Grantee’s “Disability” or due to a resignation by foregoing provision, the Grantee becomes Qualifying Retirement Eligible, then on the anniversary of the Date of Grant that coincides with “Good Reason” (each as defined in that certain Employment Agreement between or immediately succeeds the date the Grantee becomes Qualifying Retirement Eligible and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), and provided the Grantee executes a release of claims has remained in the form and manner described in Section 7(c)(iii) employ of STERIS or a Subsidiary through such anniversary, the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when nonforfeitable to the same extent as they would have been on such release becomes irrevocabledate under paragraph (a) had the Grantee been Qualifying Retirement Eligible at the Date of Grant, and if such anniversary is not the fourth anniversary of the Date of Grant, the Restricted Shares will thereafter continue to vest in the same manner and to the same extent as would have been the case under paragraph (a) had the Grantee been Qualifying Retirement Eligible at the Date of Grant. (c) Notwithstanding the foregoing, if any such anniversary on which the Restricted Shares or a portion thereof would otherwise vest is not a trading day on the New York Stock Exchange, such vesting shall be deferred until the first trading day thereafter. (d) For purposes Notwithstanding anything herein to the contrary, the provisions of this AgreementSection 11 of the Plan, “Service Relationship” means other than Section 11(d)(iii), shall not apply to the Restricted Shares, and if the Grantee terminates service with STERIS and all Subsidiaries prior to the date on which the Grantee’s employment or service with 's Restricted Shares have become fully vested and nonforfeitable, subject to the Company or its parent or provisions of Section 11(d)(iii) of the Plan, those portions of the Restricted Shares that are not vested at the time of such termination shall be forfeited. (e) Also notwithstanding the foregoing, if on any subsidiary or Affiliate, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, the Grantee’s Service Relationship shall not be deemed to have terminated merely because anniversary of a change in the capacity in which the Grantee renders service to the Company or a transfer between locations Date of Grant any portion of the CompanyRestricted Shares that would otherwise vest on that anniversary represents a fractional share, its parent or that portion shall be aggregated with any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination portions of the Service Relationship. Subject to Restricted Shares that represent fractional shares and would otherwise vest on succeeding anniversary dates and all portions so aggregated shall vest on the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination first of the Service Relationship:aforesaid anniversary dates.

Vesting of Restricted Shares. The Restricted Shares are subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect to the Restricted Shares. (a) 100% All of the Restricted Shares subject hereto covered by this Agreement shall become vested and non-forfeitable on nonforfeitable if the third anniversary Grantee shall have remained in the continuous employ of the Effective Date, provided Company or a Subsidiary for four years from the Grantee remains in continuous service with the Company through such dateDate of Grant. (b) Upon cessation Notwithstanding the provisions of Section 3(a) of this Article II, all of the Service Relationship (hereinafter defined), any Restricted Shares which then remain forfeitable covered by this Agreement shall immediately become nonforfeitable (determined after application of Section 2(c), belowi) will immediately and automatically, without any action on if the part Grantee dies or becomes permanently disabled while in the employ of the CompanyCompany or a Subsidiary during the four-year period from the Date of Grant, be forfeited, and or (ii) if a Change in Control occurs during the four-year period from the Date of Grant while the Grantee will have no further rights with respect to those sharesis employed by the Company or a Subsidiary. (c) If Notwithstanding the Service Relationship (as defined belowprovisions of Section 3(a) terminates due to the Grantee’s death, or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarlyof this Article II, if the Service Relationship ceases due to Grantee retires under a termination by retirement plan of the Company without “Cause”or a Subsidiary at or after the normal retirement age provided for in such retirement plan or retires at an earlier age with the consent of the Committee, due the Restricted Shares covered by this Agreement shall become nonforfeitable. Notwithstanding the preceding sentence, in the event that Restricted Shares are awarded to the Grantee’s “Disability” or due to a resignation by Grantee after the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the has reached normal retirement age, Grantee and must remain an employee of the Company dated on or about for two consecutive years following the closing date Date of the Transaction (the “Employment Agreement”)), and the Grantee executes a release of claims Grant in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested order for such Restricted Shares will to become vested and non-forfeitable when such release becomes irrevocablenonforfeitable. (d) For purposes Notwithstanding the provisions of Section 3(a) of this AgreementArticle II, “Service Relationship” means the Grantee’s employment or service with the Company or its parent or any subsidiary or Affiliate, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, the Grantee’s Service Relationship shall not be deemed to have terminated merely because of a change in the capacity in which if the Grantee renders service to leaves the employ of the Company or a transfer between locations Subsidiary within four years from the Date of Grant under circumstances determined by the Committee to be for the convenience of the Company, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided Committee may determine that there is no interruption or other termination all of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, Restricted Shares covered by this Agreement shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination of the Service Relationship:become nonforfeitable.

Vesting of Restricted Shares. The Restricted Shares are subject Subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect and the Plan, other than Section 23 of the Plan, the provisions of which shall not apply, this grant of Restricted Shares is subject to the Restricted Shares.following limitations: (a) 100% If at the Date of Grant, Grantee has attained age 55 and has been in the service of STERIS and/or a Subsidiary for at least five consecutive years (“Qualifying Retirement Eligible”), the Restricted Shares subject hereto shall vest and become vested nonforfeitable in four equal annual installments, on ____________________ and non-forfeitable on the third anniversary each of the Effective three immediately succeeding anniversaries thereof (each such ________________, an “Anniversary Date, provided the Grantee remains in continuous service with the Company through such date”). (b) Upon cessation If at the Date of Grant the Service Relationship (hereinafter defined)Grantee is not Qualifying Retirement Eligible, any the Restricted Shares which then remain forfeitable (determined after application of Section 2(c)shall vest and become nonforfeitable on _______________; provided, below) will immediately and automaticallyhowever, without any action on that if before the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (c) If the Service Relationship (as defined below) terminates due to the Grantee’s death, or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then have otherwise become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by the Company without “Cause”, due nonforfeitable pursuant to the Grantee’s “Disability” or due to a resignation by foregoing provision, the Grantee becomes Qualifying Retirement Eligible, then on the Anniversary Date that coincides with “Good Reason” (each as defined in that certain Employment Agreement between or immediately succeeds the date the Grantee becomes Qualifying Retirement Eligible and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), and provided the Grantee executes a release of claims has remained in the form and manner described in Section 7(c)(iii) employ of STERIS or a Subsidiary through such Anniversary Date, the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when nonforfeitable to the same extent as they would have been on such release becomes irrevocabledate under paragraph (a) had the Grantee been Qualifying Retirement Eligible at the Date of Grant, and if such Anniversary Date is not the fourth Anniversary Date subsequent to the Date of Grant, the Restricted Shares will thereafter continue to vest in the same manner and to the same extent as would have been the case under paragraph (a) had the Grantee been Qualifying Retirement Eligible at the Date of Grant. (c) Notwithstanding the foregoing, if any Anniversary Date or other date on which the Restricted Shares or a portion thereof would otherwise vest is not a trading day on the New York Stock Exchange, such vesting shall be deferred until the first trading day thereafter. (d) For purposes Notwithstanding anything herein to the contrary, the provisions of this AgreementSection 11 of the Plan, “Service Relationship” means other than Section 11(d)(iii), shall not apply to the Restricted Shares, and if the Grantee terminates service with STERIS and all Subsidiaries prior to the date on which the Grantee’s employment or service with the Company or its parent or any subsidiary or AffiliateRestricted Shares have become fully vested and nonforfeitable, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, the Grantee’s Service Relationship shall not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service subject to the Company or a transfer between locations provisions of Section 11(d)(iii) of the CompanyPlan, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination those portions of the Service Relationship. Subject to Restricted Shares that are not vested at the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date time of such termination. The following events termination shall not be deemed a termination forfeited. (e) Also notwithstanding the foregoing, if on any Anniversary Date any portion of the Service Relationship:Restricted Shares that would otherwise vest on such Anniversary Date represents a fractional share, that portion shall be aggregated with any portions of the Restricted Shares that represent fractional shares and would otherwise vest on succeeding Anniversary Dates and all portions so aggregated shall vest on the first of the aforesaid Anniversary Dates.]

Vesting of Restricted Shares. The Restricted Shares are subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect to the Restricted Shares. (a) 100% All of the Restricted Shares subject hereto covered by this Agreement shall become vested and non-forfeitable on nonforfeitable if the third anniversary Grantee shall have remained in the continuous employ of the Effective Date, provided Corporation or a Subsidiary for three years from the Grantee remains in continuous service with the Company through such dateDate of Grant. (b) Upon cessation Notwithstanding the provisions of Section 3(a) of this Article II, all of the Service Relationship (hereinafter defined), any Restricted Shares which then remain forfeitable covered by this Agreement shall immediately become nonforfeitable (determined after application of Section 2(c), belowi) will immediately and automatically, without any action on if the part Grantee dies or becomes permanently disabled while in the employ of the CompanyCorporation or a Subsidiary during the three-year period from the Date of Grant, be forfeited, and or (ii) if a Change in Control occurs during the three-year period from the Date of Grant while the Grantee will have no further rights with respect to those sharesis employed by the Corporation or a Subsidiary. (c) If Notwithstanding the Service Relationship (as defined belowprovisions of Section 3(a) terminates due to the Grantee’s death, or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarlyof this Article II, if the Service Relationship ceases due to Grantee retires under a termination retirement plan of the Corporation or a Subsidiary at or after the normal retirement age provided for in such retirement plan or retires at an earlier age with the consent of the Committee, a portion of the Restricted Shares covered by this Agreement shall become nonforfeitable. The number of Restricted Shares that shall become nonforfeitable shall be determined by multiplying the total number of Restricted Shares granted hereunder by the Company without “Cause”, due to the Grantee’s “Disability” or due to a resignation by number of months the Grantee with “Good Reason” (each as defined remained in that certain Employment Agreement the continuous employ of the Corporation or a Subsidiary between the Grantee and the Company dated on or about the closing date Date of the Transaction (the “Employment Agreement”)), and the Grantee executes a release of claims in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocable. (d) For purposes of this Agreement, “Service Relationship” means the Grantee’s employment or service with the Company or its parent or any subsidiary or Affiliate, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, the Grantee’s Service Relationship shall not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the Company or a transfer between locations of the Company, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated Grant and the effective date of such terminationretirement divided by 36. The following events Committee may, however, provide that more than such fraction shall not be deemed a termination become nonforfeitable in its discretion pursuant to Section 14 of the Service Relationship:Plan.

Vesting of Restricted Shares. The Restricted Shares are subject to forfeiture to the Company until they become vested and Except as may be otherwise provided below or under any written employment-related agreement with Grantee (including any confidentiality, non-forfeitable in accordance with this Section 2. While subject to forfeituresolicitation, non-competition, change of control or similar agreement), if any, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by will vest and become non-forfeitable (and the operation restrictions imposed on the Restricted Shares under Section 2 will expire) on the earliest to occur of law, except to the following (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted TransfereesVesting Date”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect to the Restricted Shares.): (a) as to one-third (1/3) of the Restricted Shares, on each of the first, second and third anniversaries of the Grant Date, provided, in each case, the Grantee has continued in the employment of the Company and/or its Affiliates through such date, or (b) as to 100% of the Restricted Shares subject hereto shall become vested and non-forfeitable on Shares, upon the third anniversary occurrence of a Qualifying Change of Control, provided Grantee has continued in the employment of the Effective Date, provided the Grantee remains in continuous service with the Company and/or its Affiliates through such date. (b) Upon cessation of the Service Relationship (hereinafter defined), any Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares.or (c) If the Service Relationship (as defined below) terminates due to the Grantee’s death, or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by the Company without “Cause”, due to the Grantee’s “Disability” or due to a resignation by the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date 100% of the Transaction Restricted Shares, upon (i) the “Employment Agreement”)), and the Grantee executes a release involuntary termination of claims in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocable. (d) For purposes of this Agreement, “Service Relationship” means the Grantee’s employment or service with by the Company or its parent Affiliates for any reason other than Cause or (ii) Grantee’s death. Except as may be otherwise provided under any written employment-related agreement with Grantee, if any, in the event Grantee’s employment terminates for any other reason, including retirement, at any time prior to the applicable Vesting Date, all of Grantee’s Restricted Shares will immediately be forfeited without further consideration or any subsidiary act or Affiliateaction by Grantee. Notwithstanding anything to the contrary in this Section 3, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, the if Grantee’s Service Relationship employment is terminated voluntarily (including retirement) and Grantee remains on the board of directors of the Company or an Affiliate whose equity is publicly traded on the New York Stock Exchange or the NASDAQ Stock Market following such termination of employment, Grantee’s Restricted Shares shall not be forfeited but shall continue to vest in accordance with the above provisions for as long as Grantee remains on such board of directors, in which case any references herein to Grantee’s employment shall be deemed to have terminated merely because of a change in the capacity in which the Grantee renders include his or her continued service to the Company or a transfer between locations of the Company, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of on such termination. The following events shall not be deemed a termination of the Service Relationship:board.

Vesting of Restricted Shares. The Restricted Shares are subject Subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect and the Plan, other than Section 23 of the Plan, the provisions of which shall not apply, this grant of Restricted Shares is subject to the Restricted Shares.following limitations: (a) 100% If at the Date of Grant Grantee has attained age 55 and been in the service of STERIS and/or a Subsidiary for at least five consecutive years (“Qualifying Retirement Eligible”) or if at the Date of Grant Grantee has been in the service of STERIS and/or a Subsidiary for at least twenty-five consecutive years (“Qualifying Service Eligible”), then in either case the Restricted Shares subject hereto shall vest and become vested nonforfeitable in equal annual installments, on _____ and non-forfeitable on the third anniversary each of the Effective ____ immediately succeeding anniversaries thereof (each such succeeding anniversary, an “Anniversary Date, provided the Grantee remains in continuous service with the Company through such date”). (b) Upon cessation If at the Date of Grant the Grantee is not Qualifying Retirement Eligible or Qualifying Service Relationship (hereinafter defined)Eligible, any the Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately shall vest and automatically, without any action become nonforfeitable on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares_________. (c) If Notwithstanding the Service Relationship foregoing (as defined belowi) terminates due to if before the Grantee’s death, or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then have otherwise become vested and non-forfeitable. Similarly, if the Service Relationship ceases due nonforfeitable pursuant to a termination by the Company without “Cause”, due to the Grantee’s “Disability” or due to a resignation by paragraph (b) above the Grantee becomes Qualifying Retirement Eligible, then on the Anniversary Date that coincides with “Good Reason” (each as defined in that certain Employment Agreement between or immediately succeeds the date the Grantee becomes Qualifying Retirement Eligible and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), and provided the Grantee executes a release of claims has remained in the form and manner described in Section 7(c)(iii) employ of STERIS or a Subsidiary through such Anniversary Date, the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when nonforfeitable to the same extent as they would have been on such release date under paragraph (a) had the Grantee been Qualifying Retirement Eligible at the Date of Grant, and if such Anniversary Date is not the ____ Anniversary Date subsequent to the Date of Grant, the Restricted Shares will thereafter continue to vest in the same manner and to the same extent as would have been the case under paragraph (a) had the Grantee been Qualifying Retirement Eligible at the Date of Grant, or (ii) if before the Restricted Shares have otherwise become vested and nonforfeitable pursuant to paragraph (b) above the Grantee becomes irrevocableQualifying Service Eligible, then on the Anniversary Date that coincides with or immediately succeeds the date the Grantee becomes Qualifying Service Eligible and provided the Grantee has remained in the employ of STERIS or a Subsidiary through such Anniversary Date, the Restricted Shares will become vested and nonforfeitable to the same extent as they would have been on such date under paragraph (a) had the Grantee been Qualifying Service Eligible at the Date of Grant, and if such Anniversary Date is not the ____ Anniversary Date subsequent to the Date of Grant, the Restricted Shares will thereafter continue to vest in the same manner and to the same extent as would have been the case under paragraph (a) had the Grantee been Qualifying Service Eligible at the Date of Grant. If the Grantee would be entitled to vesting pursuant to either or both clause (i) or clause (ii) above prior to the date specified in paragraph (b) above, then whichever clause results in the more rapid vesting shall be applicable to the Grantee. (d) For purposes Notwithstanding the foregoing, if any Anniversary Date on which the Restricted Shares or a portion thereof would otherwise vest is not a trading day on the New York Stock Exchange, such vesting shall be deferred until the first trading day thereafter. (e) Notwithstanding anything herein to the contrary, the provisions of this AgreementSection 11 of the Plan, “Service Relationship” means other than Section 11(d)(iii), shall not apply to the Restricted Shares, and if the Grantee terminates service with STERIS and all Subsidiaries prior to the date on which the Grantee’s employment Restricted Shares have become fully vested and nonforfeitable, subject to the provisions of Section 11(d)(iii) of the Plan, those portions of the Restricted Shares that are not vested at the time of such termination shall be forfeited. (f) Also notwithstanding the foregoing, if on any Anniversary Date any portion of the Restricted Shares that would otherwise vest on such Anniversary Date represents a fractional share, that portion shall be aggregated with any portions of the Restricted Shares that represent fractional shares and would otherwise vest on succeeding Anniversary Dates and all portions so aggregated shall vest on the first of the aforesaid Anniversary Dates. (a) If at the Date of Grant, Grantee has been in the service of STERIS and/or a Subsidiary for at least twenty-five consecutive years (“Qualifying Service Eligible”), the Restricted Shares shall vest and become nonforfeitable in ____ equal annual installments, on ______ and on each of the ____ immediately succeeding anniversaries thereof (each such date, an “Anniversary Date”). (b) If at the Date of Grant the Grantee is not Qualifying Service Eligible, the Restricted Shares shall vest and become nonforfeitable on ______; provided, however, that if before the Restricted Shares have otherwise become vested and nonforfeitable pursuant to the foregoing provision, the Grantee becomes Qualifying Service Eligible, then on the Anniversary Date that coincides with or immediately succeeds the date the Grantee becomes Qualifying Service Eligible and provided the Grantee has remained in the employ of STERIS or a Subsidiary through such Anniversary Date, the Restricted Shares will become vested and nonforfeitable to the same extent as they would have been on such date under paragraph (a) had the Grantee been Qualifying Service Eligible at the Date of Grant, and if such Anniversary Date is not the _____ Anniversary Date subsequent to the Date of Grant, the Restricted Shares will thereafter continue to vest in the same manner and to the same extent as would have been the case under paragraph (a) had the Grantee been Qualifying Service Eligible at the Date of Grant. (c) Notwithstanding the foregoing, if any Anniversary Date or other date on which the Restricted Shares or a portion thereof would otherwise vest is not a trading day on the New York Stock Exchange, such vesting shall be deferred until the first trading day thereafter. (d) Notwithstanding anything herein to the contrary, the provisions of Section 11 of the Plan, other than Section 11(d)(iii), shall not apply to the Restricted Shares, and if the Grantee terminates service with STERIS and all Subsidiaries prior to the Company or its parent or any subsidiary or Affiliate, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, date on which the Grantee’s Service Relationship Restricted Shares have become fully vested and nonforfeitable, subject to the provisions of Section 11(d)(iii) of the Plan, those portions of the Restricted Shares that are not vested at the time of such termination shall be forfeited. (e) Also notwithstanding the foregoing, if on any Anniversary Date any portion of the Restricted Shares that would otherwise vest on such Anniversary Date represents a fractional share, that portion shall be aggregated with any portions of the Restricted Shares that represent fractional shares and would otherwise vest on succeeding Anniversary Dates and all portions so aggregated shall vest on the first of the aforesaid Anniversary Dates. a) The Restricted Shares shall vest and become nonforfeitable in ___ equal annual installments on ______________________________. b) Notwithstanding the foregoing, if the date on which the Restricted Shares or a portion thereof would otherwise vest is not a trading day on the New York Stock Exchange, such vesting shall be deferred until the first trading day thereafter. c) Notwithstanding anything herein to the contrary, the provisions of Section 11 of the Plan, other than Section 11(d)(iii), shall not be deemed apply to have terminated merely because of a change in the capacity in which Restricted Shares, and if the Grantee renders terminates service with STERIS and all Subsidiaries prior to the Company or a transfer between locations of the Company, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, shall determine whether date on which the Grantee’s Service Relationship has terminated Restricted Shares have become fully vested and nonforfeitable, subject to the effective date provisions of Section 11(d)(iii) of the Plan, those portions of the Restricted Shares that are not vested at the time of such termination. The following events termination shall not be deemed a termination of the Service Relationship:forfeited.

Vesting of Restricted Shares. The Restricted Shares are subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect to the Restricted Shares. (a) 100% One hundred percent of the Restricted Shares subject hereto (the “Unvested Shares”) shall become vested and non-forfeitable vest based on the third passage of time, with (x) one-half (1/2) vesting on the twelve (12) month anniversary of the Effective Closing Date (as defined in the Purchase Agreement) and (y) one-half (1/2) vesting on the twenty-four (24) month anniversary of the Closing Date. In addition to the time-based vesting schedule set forth in the preceding sentence, all Unvested Shares shall immediately vest upon the earliest to occur of the date upon which (i) Purchaser dies, (ii) Purchaser’s employment with the Company is terminated by reason of his becoming “Disabled” (as defined in the form of employment agreement referred to in Section 7.2 of the Purchase Agreement), (iii) Purchaser’s employment with the Company is terminated by the Company without Cause (including by reason of the Company’s (or the Company’s Affiliate) failure to renew the terms of any employment agreement to which Purchaser is a party) or (iv) Purchaser’s employment with the Company is terminated by Purchaser for Good Reason (as defined herein) (provided the Grantee remains in continuous that Purchaser’s service with the Company through has not previously terminated after the date hereof for any other reason). Upon each such date. time as Unvested Shares vest pursuant to the preceding sentences, such shares shall from and after such time be referred to as “Vested Shares”. If Purchaser’s employment with the Company (bor an Affiliate (as defined in the Purchase Agreement) Upon cessation of the Service Relationship (hereinafter defined), any Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately and automatically, without any action on the part of the Company, be forfeited, and ) is terminated by Purchaser without Good Reason (including by reason of Purchaser’s failure to renew the Grantee will have no further rights with respect terms of any employment agreement to those shares. (c) If the Service Relationship (as defined below) terminates due to the Grantee’s death, or if which Purchaser is a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by the Company without “Cause”, due to the Grantee’s “Disability” or due to a resignation by the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), and the Grantee executes a release of claims in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocable. (d) For purposes of this Agreement, “Service Relationship” means the Grantee’s employment or service party with the Company or any of its parent Affiliates) or any subsidiary or Affiliate, whether in the capacity of an employee, director or a consultant. Unless otherwise determined terminated by the BoardCompany for Cause, in each case, before any portion of the Grantee’s Service Relationship Unvested Shares has vested pursuant to this Section 4(a), then Purchaser shall not be deemed to have terminated merely because immediately as of a change in the capacity in which the Grantee renders service such time forfeit such Unvested Shares to the Company or a transfer between locations of the Companyand shall deliver any certificates representing such forfeited shares, its parent or any subsidiary or Affiliate or a transfer between the Companyendorsed for transfer, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination of the Service Relationship:Company for no consideration.

Vesting of Restricted Shares. The Restricted Shares are subject to forfeiture to (a) On each of the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, 36 monthly anniversaries of the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to Vesting Commencement Date (ias defined below) an immediate family member or (ii) each a trust or other estate-planning vehicle (collectively, the “Permitted TransfereesVesting Date”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect to the Restricted Shares. (a) 100% 1/36th of the Restricted Shares subject hereto Stock shall become vested and non-forfeitable on the third anniversary of the Effective Datevest, provided that the Grantee remains in continuous service with Executive continues to be employed by the Company through Corporation as of each such dateVesting Date. For the purposes hereof, the Vesting Commencement Date shall mean July 18, 2006. (b) Upon cessation the consummation of a (i) Liquidation Event, (ii) a Qualified Public Offering, or (iii) the redemption by the Corporation of 80% or more of the Service Relationship aggregate number of shares of the Corporation’s Series AA Redeemable Preferred Stock, par value $.01 per share (hereinafter defined“Series AA Preferred Stock”) outstanding at any time (a “ Series AA Redemption”, and collectively with a Liquidation Event and a Qualified Public Offering, an “Acceleration Event”), any Restricted Shares which then remain forfeitable (determined after application of Section 2(c)provided that, below) will immediately and automaticallyin each case, without any action on the part Executive continues to be employed by the Corporation following the date hereof to the date of the Companyconsummation of such Acceleration Event, all Restricted Stock held by the Executive, which shall then be forfeitedUnvested Stock, and shall automatically vest as of the Grantee will have no further rights with respect to those sharesdate of the consummation of the Acceleration Event. (c) If Shares of Restricted Stock which have become vested hereunder are referred to herein as “Vested Stock” and all other shares of Restricted Stock are referred to herein as “Unvested Stock.” Shares of Restricted Stock that are Unvested Stock do not have any rights conferred upon the Service Relationship (Restricted Stock under the Charter, including without limitation, the right to receive any payment or other consideration and conversion or redemption rights thereunder, until such time as defined below) terminates due they became Vested Stock in accordance with this Agreement and the Executive hereby waives all of the rights in respect thereof; provided, however, that so long as the Executive continues to be employed by the Corporation, the Executive shall be entitled to exercise the voting rights with respect to the Grantee’s deathVested Stock and the Unvested Stock. The Executive hereby agrees that to the extent that he shall have received any payment or other consideration relating to, or if a Change in Control (respect of, the Unvested Stock, the Executive shall be deemed to receive such payment or other consideration as defined below) occurs during agent for the Service Relationship, any otherwise unvested Restricted Shares will then become vested Corporation and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by the Company without “Cause”, due shall immediately upon receipt of such payment or other consideration deliver such payment or other consideration to the Grantee’s “Disability” or due to a resignation by the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), and the Grantee executes a release of claims in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocableCorporation. (d) For purposes To the extent that any dividends would be payable with respect to any Restricted Stock which is Unvested Stock if such Unvested Stock were Vested Stock at the time of this Agreementsuch dividend, “Service Relationship” means such dividends which would have been payable with respect to such Unvested Stock were it Vested Stock shall be held in trust by the Grantee’s employment or service Corporation, and shall be paid with the Company or its parent or any subsidiary or Affiliaterespect to such shares of Unvested Stock at such time, whether but only in the capacity event that, such shares of an employee, director or a consultantUnvested Stock become Vested Stock. Unless otherwise determined At such time as such shares of Unvested Stock become subject to repurchase by the BoardCorporation pursuant to Section 8(a) hereof, the Grantee’s Service Relationship such dividends shall not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the Company or a transfer between locations of the Company, its parent or forfeited and no longer payable under any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination of the Service Relationship:circumstances.

Vesting of Restricted Shares. The (a) Unless the Restricted Shares are subject forfeited pursuant to forfeiture to this Agreement or the Company until they become vested and non-forfeitable Plan, the Restriction Period (as defined in accordance with this Section 2. While subject to forfeiture, the Plan) for the Restricted Shares may not be soldshall terminate upon the earlier of (such date, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to "Vesting Date,") (i) an immediate family member the death, Disability (as defined in the Plan) or Retirement (as defined in Section 4(b)) of the Holder, (ii) an Approved Transaction, a trust Board Change or other estate-planning vehicle a Control Purchase (collectively, as each term is defined in the “Permitted Transferees”Plan), so long subject to Section 7 below and the Plan, and (iii) [five years from the date hereof]. On the Vesting Date, (x) the Restriction Period shall terminate, (y) the Restricted Shares shall vest and (z) Retained Distributions (as any such Permitted Transfereedefined in Section 5), as a condition to such transferif any, agrees in writing to be bound by the terms of this Agreement with respect to the Restricted Shares. (a) 100% of the Restricted Shares subject hereto shall become vested vest and non-forfeitable on the third anniversary of the Effective Date, provided the Grantee remains in continuous service with the Company through such datebe delivered to Holder. (b) Upon cessation As used herein, "Retirement" means (i) a Trustee who has served as a Trustee, but not an officer, of the Service Relationship (hereinafter defined)Trust for at least three years and resigns his position as a Trustee or does not stand for re-election as a Trustee, any Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately and automatically, without any action such Trustee's Retirement shall be deemed to have occurred on the part expiration of such Trustee's term of office; and (ii) an executive officer who has served for the Companypast five years as an executive officer of Trust and is at least 65 years old, be forfeitedresigns from his position at the Trust and does not take a position with, and or act as a consultant to, a company engaged in activities that are the Grantee will have no further rights with respect to those shares. (c) If the Service Relationship (as defined below) terminates due same or similar to the Grantee’s deathTrust's activities, or if a Change in Control (as defined below) occurs during such executive officer's Retirement shall be deemed to have occurred on the Service Relationship, any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by the Company without “Cause”, due to the Grantee’s “Disability” or due to a resignation by the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”))his resignation; provided, and the Grantee executes however, that a release of claims in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocable. (d) For purposes of this Agreement, “Service Relationship” means the Grantee’s employment or service with the Company or its parent or any subsidiary or Affiliate, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, the Grantee’s Service Relationship Retirement shall not be deemed to have terminated merely because of a change in occurred if the capacity in which Trustee or executive officer, as the Grantee renders case my be, has at any time during his service to the Company or a transfer between locations Trust acted contrary to the bests interest of the CompanyTrust, its parent or any subsidiary or Affiliate or a transfer between as determined by the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, Committee in its sole discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination of the Service Relationship:.

Vesting of Restricted Shares. The Restricted Shares are subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect to the Restricted Shares. (a) 100% On September 9th, 2019, fifty percent (50%) of the Restricted Shares shall be “Vested Restricted Shares” for purposes of this Agreement. Fifty percent (50%) of the Restricted Shares issued pursuant to this Agreement shall initially be “Unvested Restricted Shares” for purposes of this Agreement. Unvested Restricted Shares shall be subject hereto to all of the restrictions specified in this Agreement. Unvested Restricted Shares shall become vested and non-forfeitable on the third anniversary of the Effective Date, provided the Grantee remains Vested Restricted Shares (as defined below) in continuous service accordance with the Company through such dateprovisions of this Section 4. (b) Upon cessation Grantee may not Transfer all or any portion of the Service Relationship (hereinafter defined), any Unvested Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately and automatically, without any action on the part prior written consent of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (c) If Except as otherwise provided in this Section 4, the Service Relationship (as defined below) Unvested Restricted Shares shall become Vested Restricted Shares on March 1, 2020 unless on or prior to such date Grantee has resigned from his employment with the Company, or is terminated for cause, in which case the Grantee shall forfeit any rights to the Unvested Restricted Shares. For greater certainty, if the Company terminates due to the Grantee’s deathemployment without cause before March 1, or if a Change in Control (as defined below) occurs during 2020 the Service Relationship, any otherwise unvested Unvested Restricted Shares will then shall become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by the Company without “Cause”, due to the Grantee’s “Disability” or due to a resignation by the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), and the Grantee executes a release of claims in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Vested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocableon March 1, 2020. (d) For purposes of Notwithstanding anything to the contrary in this Agreement, “Service Relationship” means all Unvested Restricted Shares shall become Vested Restricted Shares immediately prior to a Change of Control. (e) Vested Restricted Shares shall (i) no longer be subject to the Grantee’s employment or service restrictions on Unvested Restricted Shares specified in this Agreement (but shall remain subject to the restrictions on Restricted Shares in general) and (ii) carry all of the rights conferred on shares of Common Stock. (f) The Company shall use reasonable efforts to include any Vested Restricted Shares in any registration statement filed by the Company with the Company or its parent or Securities and Exchange Commission concerning the resale of any subsidiary or Affiliate, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, the Grantee’s Service Relationship shall not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the Company or a transfer between locations of the Company’s securities, its parent subject to any restrictions imposed by law or any subsidiary or Affiliate or existing agreements to which the Company is a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination of the Service Relationship:party.

Vesting of Restricted Shares. (a) The Restricted Shares are subject to forfeiture shall vest and become nonforfeitable if the Grantee shall have remained in the continuous employ of the Company or a Subsidiary through the vesting dates set forth below with respect to the Company until they percentage of Restricted Shares set forth next to such date, provided that the Committee certifies in writing as of such date that the performance measure set forth in Section 2(d) (the “Performance Measure”) for the applicable performance period specified below (each a “Performance Period”) has been satisfied in full: (b) Notwithstanding the provisions of Section 2(a), all of the Restricted Shares covered by this Agreement (and not previously forfeited under Section 3) shall immediately become vested and non-forfeitable in accordance with this Section 2. While subject nonforfeitable (without regard to forfeiturewhether the Performance Measures have been satisfied) if, during the vesting period, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to Grantee (i) an immediate family member dies or becomes permanently disabled (as determined by the Committee) while in the employ of the Company or a Subsidiary, or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect to the Restricted Shares. (a) 100% of the Restricted Shares subject hereto shall become vested and non-forfeitable on the third anniversary of the Effective Date, provided the Grantee remains in continuous service Grantee’s employment with the Company through such date. and its Subsidiaries is terminated without Cause (b) Upon cessation of the Service Relationship (hereinafter definedas defined in Section 19), any Restricted Shares which then remain forfeitable or the Grantee terminates his employment with the Company or a Subsidiary for Good Reason (determined after application of as defined in Section 2(c19), below) will in each case within the two year period immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those sharesfollowing a Change in Control. (c) If the Service Relationship (as defined below) terminates due Notwithstanding anything contained in this Agreement to the Grantee’s deathcontrary, or if a Change the Committee may, in Control (as defined below) occurs during its sole discretion, accelerate the Service Relationship, any otherwise unvested time at which the Restricted Shares will then become vested and non-forfeitable. Similarlynonforfeitable on such terms and conditions as it deems appropriate, if the Service Relationship ceases due to a termination by the Company without “Cause”, due except to the Grantee’s “Disability” or due to a resignation by extent that such action would result in the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date loss of the Transaction (otherwise available exemption of the “Employment Agreement”)), and the Grantee executes a release of claims in the form and manner described in Restricted Shares under Section 7(c)(iii162(m) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocableCode. (d) For purposes of this Agreement, “Service Relationship” means the Grantee’s employment or service with specified Performance Measure for the Company or its parent or any subsidiary or Affiliate, whether in Performance Period for the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, the Grantee’s Service Relationship fiscal period ending shall not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the Company or a transfer between locations of the Company, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination of the Service Relationship:based on [PERFORMANCE MEASURE TO BE DESCRIBED HERE]

Vesting of Restricted Shares. The Restricted Shares are subject Subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect and the Plan, other than Section 22 of the Plan, the provisions of which shall not apply, this grant of Restricted Shares is subject to the Restricted Shares.following limitations: (a) 100% If at the Date of Grant Grantee has attained age 55 and been in the service of STERIS and/or a Subsidiary for at least five consecutive years (“Qualifying Retirement Eligible”) or if at the Date of Grant Grantee has been in the service of STERIS and/or a Subsidiary for at least twenty-five consecutive years (“Qualifying Service Eligible”), then in either case the Restricted Shares subject hereto shall vest and become vested and non-forfeitable on the third anniversary of the Effective Datenonforfeitable in _______ equal annual installments, provided the Grantee remains in continuous service with the Company through first installment to vest on _____________ and the remaining _______ installment(s) to vest on [each of] the ___ succeeding anniversary(ies) (each such date________, an “Anniversary Date”). (b) Upon cessation If at the Date of Grant the Grantee is not Qualifying Retirement Eligible or Qualifying Service Relationship (hereinafter defined)Eligible, any the Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately shall vest and automatically, without any action become nonforfeitable on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares_____________. (c) If Notwithstanding the Service Relationship foregoing (as defined belowi) terminates due to if before the Grantee’s death, or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then have otherwise become vested and non-forfeitable. Similarly, if the Service Relationship ceases due nonforfeitable pursuant to a termination by the Company without “Cause”, due to the Grantee’s “Disability” or due to a resignation by paragraph (b) above the Grantee becomes Qualifying Retirement Eligible, then on the Anniversary Date that coincides with “Good Reason” (each as defined in that certain Employment Agreement between or immediately succeeds the date the Grantee becomes Qualifying Retirement Eligible and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), and provided the Grantee executes a release of claims has remained in the form and manner described in Section 7(c)(iii) employ of STERIS or a Subsidiary through such Anniversary Date, the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when nonforfeitable to the same extent as they would have been on such release date under paragraph (a) had the Grantee been Qualifying Retirement Eligible at the Date of Grant, and if such Anniversary Date is not the last Anniversary Date subsequent to the Date of Grant, the Restricted Shares will thereafter continue to vest in the same manner and to the same extent as would have been the case under paragraph (a) had the Grantee been Qualifying Retirement Eligible at the Date of Grant, or (ii) if before the Restricted Shares have otherwise become vested and nonforfeitable pursuant to paragraph (b) above the Grantee becomes irrevocableQualifying Service Eligible, then on the Anniversary Date that coincides with or immediately succeeds the date the Grantee becomes Qualifying Service Eligible and provided the Grantee has remained in the employ of STERIS or a Subsidiary through such Anniversary Date, the Restricted Shares will become vested and nonforfeitable to the same extent as they would have been on such date under paragraph (a) had the Grantee been Qualifying Service Eligible at the Date of Grant, and if such Anniversary Date is not the last Anniversary Date subsequent to the Date of Grant, the Restricted Shares will thereafter continue to vest in the same manner and to the same extent as would have been the case under paragraph (a) had the Grantee been Qualifying Service Eligible at the Date of Grant. If the Grantee would be entitled to vesting pursuant to either or both clause (i) or clause (ii) above prior to the date specified in paragraph (b) above, then whichever clause results in the more rapid vesting shall be applicable to the Grantee. (d) For purposes Notwithstanding the foregoing, if any Anniversary Date on which the Restricted Shares or a portion thereof would otherwise vest is not a trading day on the New York Stock Exchange, such vesting shall be deferred until the first trading day thereafter. (e) Notwithstanding anything herein to the contrary, the provisions of this AgreementSection 11 of the Plan, “Service Relationship” means other than Section 11(d)(iii), shall not apply to the Restricted Shares, and if the Grantee terminates service with STERIS and all Subsidiaries prior to the date on which the Grantee’s employment Restricted Shares have become fully vested and nonforfeitable, subject to the provisions of Section 11(d)(iii) of the Plan, those portions of the Restricted Shares that are not vested at the time of such termination shall be forfeited. (f) Also notwithstanding the foregoing, if on any Anniversary Date any portion of the Restricted Shares that would otherwise vest on such Anniversary Date represents a fractional share, that portion shall be aggregated with any portions of the Restricted Shares that represent fractional shares and would otherwise vest on succeeding Anniversary Dates and all portions so aggregated shall vest on the first of the aforesaid Anniversary Dates. (a) If at the Date of Grant, Grantee has been in the service of STERIS and/or a Subsidiary for at least twenty-five consecutive years (“Qualifying Service Eligible”), the Restricted Shares shall vest and become nonforfeitable in _____ equal annual installments, with the first installment to vest on ______________ and the remaining _____ installment(s) to vest on [each of] the ____ succeeding anniversary(ies) (each such ______, an “Anniversary Date”). (b) If at the Date of Grant the Grantee is not Qualifying Service Eligible, the Restricted Shares shall vest and become nonforfeitable on ____________; provided, however, that if before the Restricted Shares have otherwise become vested and nonforfeitable pursuant to the foregoing provision, the Grantee becomes Qualifying Service Eligible, then on the Anniversary Date that coincides with or immediately succeeds the date the Grantee becomes Qualifying Service Eligible and provided the Grantee has remained in the employ of STERIS or a Subsidiary through such Anniversary Date, the Restricted Shares will become vested and nonforfeitable to the same extent as they would have been on such date under paragraph (a) had the Grantee been Qualifying Service Eligible at the Date of Grant, and if such Anniversary Date is not the last Anniversary Date subsequent to the Date of Grant, the Restricted Shares will thereafter continue to vest in the same manner and to the same extent as would have been the case under paragraph (a) had the Grantee been Qualifying Service Eligible at the Date of Grant. (c) Notwithstanding the foregoing, if any Anniversary Date or other date on which the Restricted Shares or a portion thereof would otherwise vest is not a trading day on the New York Stock Exchange, such vesting shall be deferred until the first trading day thereafter. (d) Notwithstanding anything herein to the contrary, the provisions of Section 11 of the Plan, other than Section 11(d)(iii), shall not apply to the Restricted Shares, and if the Grantee terminates service with STERIS and all Subsidiaries prior to the Company or its parent or any subsidiary or Affiliate, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, date on which the Grantee’s Service Relationship shall not be deemed to Restricted Shares have terminated merely because of a change in the capacity in which the Grantee renders service become fully vested and nonforfeitable, subject to the Company or a transfer between locations provisions of Section 11(d)(iii) of the CompanyPlan, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination those portions of the Service Relationship. Subject to Restricted Shares that are not vested at the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date time of such termination. The following events termination shall not be deemed a termination forfeited. (e) Also notwithstanding the foregoing, if on any Anniversary Date any portion of the Service Relationship:Restricted Shares that would otherwise vest on such Anniversary Date represents a fractional share, that portion shall be aggregated with any portions of the Restricted Shares that represent fractional shares and would otherwise vest on succeeding Anniversary Dates and all portions so aggregated shall vest on the first of the aforesaid Anniversary Dates.

Vesting of Restricted Shares. The (a) Subject to Section 4 below, one-third of the Restricted Shares are shall become fully vested and shall no longer be subject to forfeiture to on the date of the first annual meeting of stockholders of the Company until they become vested and non(an “Annual Meeting”) following the Date of Grant, an additional one-forfeitable in accordance with this Section 2. While subject to forfeiture, third of the Restricted Shares may not shall become fully vested and shall no longer be soldsubject to forfeiture on the date of the second Annual Meeting following the Date of Grant, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by and the operation remaining one-third of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect to the Restricted SharesShares shall become fully vested and shall no longer be subject to forfeiture on the date of the third Annual Meeting following the Date of Grant. (ab) Notwithstanding anything to the contrary in this Agreement, 100% of the Restricted Shares subject hereto shall become fully vested and non-forfeitable on shall no longer be subject to forfeiture (i) upon the third anniversary death or Disability (as defined in the Plan) of Director during Director’s term as a member of the Effective Date, provided the Grantee remains in continuous service with the Company through such date. (b) Upon cessation Board of the Service Relationship (hereinafter defined), any Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately and automatically, without any action on the part Directors of the Company, be forfeited, and ; or (ii) upon Director’s removal as a member of the Grantee will have no further rights with respect to those shares. (c) If the Service Relationship (as defined below) terminates due to the Grantee’s death, or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by Board of Directors of the Company without “other than for Cause”, due to the Grantee’s “Disability” or due to a resignation by the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), and the Grantee executes a release of claims in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocable. (d) . For purposes of this Agreement, “Service RelationshipCause” means shall mean (A) Director’s willful, material and irreparable breach of any agreement that governs the Granteeterms and conditions of his or her service to the Company; (B) Director’s employment breach of any fiduciary or service with other material duty to the Company or its parent stockholders; (C) Director’s gross negligence or any subsidiary or Affiliate, whether gross incompetence in the capacity performance or intentional nonperformance (continuing for ten (10) days after receipt of an employeewritten notice of such negligence) of any of Director’s material duties and responsibility; (D) Director’s dishonesty, director fraud or a consultant. Unless otherwise determined by willful misconduct with respect to the Board, the Grantee’s Service Relationship shall not be deemed to have terminated merely because business or affairs of a change in the capacity in which the Grantee renders service to the Company or any of its subsidiaries; or (E) Director’s conviction of a transfer between locations of the Company, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination of the Service Relationship:felony crime involving moral turpitude.

Vesting of Restricted Shares. The (a) Unless otherwise provided herein, the Participant shall become vested in the Restricted Shares are subject to forfeiture to granted on the Company until they become vested and non-forfeitable Grant Date in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered Plan and the vesting provisions set forth on Schedule A (each date on which all or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect to the Restricted Shares. (a) 100% portion of the Restricted Shares subject hereto shall become vested and non-forfeitable on thereunder, a “Vesting Date”), subject to the third anniversary continued Employment of the Effective Participant by the Company or a Subsidiary through the relevant Vesting Date. Until the applicable Vesting Date(s) provided for herein, (i) the Restricted Shares shall be subject to forfeiture by the Participant to the Company as provided in this Agreement, and (ii) the Grantee remains Participant may not sell, assign, transfer, discount, exchange, pledge or otherwise encumber or dispose of any of the Restricted Shares unless the restrictions have terminated in continuous service accordance with the Company through such dateprovisions of this Agreement. (b) Upon cessation Notwithstanding the foregoing, upon a termination of the Service Relationship Participant’s Employment: (hereinafter defined)i) by the Company without Cause, any Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately and automatically, without any action on by the part of Participant for Good Reason or by the Participant if mutually agreed to in writing by the Company, be forfeited, the Participant shall become vested in the Restricted Shares granted on the Grant Date in accordance with the Plan and the Grantee will have no further rights with respect vesting provisions set forth on Schedule A; or (ii) due to those sharesthe Participant’s death, Permanent Disability or Retirement, the Participant shall become vested in the Restricted Shares granted on the Grant Date on the date of such termination. (c) If Upon termination of the Service Relationship (Participant’s Employment with the Company and all of its Subsidiaries for any reason other than as defined belowset forth in Section 2(b) terminates due to the Grantee’s deathabove, or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise all unvested Restricted Shares will then become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination shall immediately be forfeited by the Company Participant, without “Cause”, due to the Grantee’s “Disability” or due to a resignation by the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date payment of the Transaction (the “Employment Agreement”)), and the Grantee executes a release of claims in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocableconsideration therefor. (d) For purposes of this Agreement, “Service Relationship” means the Grantee’s employment or service with the Company or its parent or any subsidiary or Affiliate, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, the Grantee’s Service Relationship shall not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the Company or a transfer between locations of the Company, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination of the Service Relationship:

Vesting of Restricted Shares. (a) The Restricted Shares are subject to forfeiture to covered by this Agreement shall become nonforfeitable (“Vest,” or similar terms) on the Company [_____] anniversary of the Date of Grant, conditioned upon the Grantee’s continuous service on the Board through such date (the period from the Date of Grant until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by [_____] anniversary of the operation Date of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectivelyGrant, the “Permitted TransfereesVesting Period”). Any Restricted Shares that do not so Vest will be forfeited, so long including, except as any such Permitted Transfereeprovided in Section 4(b) or Section 4(c) below, as a condition if the Grantee ceases to such transfer, agrees in writing to be bound by continuously serve on the terms of this Agreement with respect Board prior to the Restricted Shares. (a) 100% end of the Restricted Shares subject hereto shall become vested and non-forfeitable on the third anniversary of the Effective Date, provided the Grantee remains in continuous service with the Company through such dateVesting Period. (b) Upon cessation Notwithstanding Section 4(a) above, the Restricted Shares shall Vest if the Grantee should die or become Disabled prior to the end of the Service Relationship Vesting Period while the Grantee is continuously serving on the Board (hereinafter defined), any to the extent the Restricted Shares which then remain forfeitable (determined after application of Section 2(chave not previously Vested), below) will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (ci) If Notwithstanding Section 4(a) above, if at any time before the Service Relationship (as defined below) terminates due to end of the Grantee’s deathVesting Period or forfeiture of the Restricted Shares, or if and while the Grantee is continuously serving on the Board, a Change in Control (as defined below) occurs during the Service Relationshipoccurs, any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by the Company without “Cause”, due to the Grantee’s “Disability” or due to a resignation by the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date all of the Transaction (the “Employment Agreement”)), and the Grantee executes a release of claims in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocableVested, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(c)(ii) to continue, replace or assume the Restricted Shares covered by this Agreement (the “Replaced Award”). (dii) For purposes of this Agreement, a “Service RelationshipReplacement Award” means an award (A) of the Grantee’s employment same type (e.g., time-based restricted shares) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or service its successor in the Change in Control or another entity that is affiliated with the Company or its parent or any subsidiary or Affiliatesuccessor following the Change in Control, whether (D) if the Grantee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the capacity event of an employeea subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, director or the Replacement Award may take the form of a consultantcontinuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. Unless otherwise determined The determination of whether the conditions of this Section 4(c)(ii) are satisfied will be made by the BoardCommittee, as constituted immediately before the Grantee’s Service Relationship shall not be deemed to have terminated merely because of a change Change in the capacity in which the Grantee renders service to the Company or a transfer between locations of the Company, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the CompanyControl, in its sole discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination of the Service Relationship:.

Vesting of Restricted Shares. The Restricted Shares are subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect to the Restricted Shares. (a) 100% On the Effective Date, fifty percent (50%) of the Restricted Shares shall be “Vested Restricted Shares” for purposes of this Agreement. Fifty percent (50%) of the Restricted Shares issued pursuant to this Agreement shall initially be “Unvested Restricted Shares” for purposes of this Agreement. Unvested Restricted Shares shall be subject hereto to all of the restrictions specified in this Agreement. Unvested Restricted Shares shall become vested and non-forfeitable on the third anniversary of the Effective Date, provided the Grantee remains Vested Restricted Shares (as defined below) in continuous service accordance with the Company through such dateprovisions of this Section 4. (b) Upon cessation Grantee may not Transfer all or any portion of the Service Relationship (hereinafter defined), any Unvested Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately and automatically, without any action on the part prior written consent of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (c) If Except as otherwise provided in this Section 4, the Service Relationship (as defined below) Unvested Restricted Shares shall become Vested Restricted Shares on October 1, 2018 unless on or prior to such date Grantee has resigned from his employment with the Company, or is terminated for cause, in which case the Grantee shall forfeit any rights to the Unvested Restricted Shares. For greater certainty, if the Company terminates due to the Grantee’s deathemployment without cause before October 1, or if a Change in Control (as defined below) occurs during 2018 the Service Relationship, any otherwise unvested Unvested Restricted Shares will then shall become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by the Company without “Cause”, due to the Grantee’s “Disability” or due to a resignation by the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), and the Grantee executes a release of claims in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Vested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocableon October 1, 2018. (d) For purposes of Notwithstanding anything to the contrary in this Agreement, “Service Relationship” means all Unvested Restricted Shares shall become Vested Restricted Shares immediately prior to a Change of Control. (e) Vested Restricted Shares shall (i) no longer be subject to the Grantee’s employment or service restrictions on Unvested Restricted Shares specified in this Agreement (but shall remain subject to the restrictions on Restricted Shares in general) and (ii) carry all of the rights conferred on shares of Common Stock. (f) The Company shall use reasonable efforts to include any Vested Restricted Shares in any registration statement filed by the Company with the Company or its parent or Securities and Exchange Commission concerning the resale of any subsidiary or Affiliate, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, the Grantee’s Service Relationship shall not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the Company or a transfer between locations of the Company’s securities, its parent subject to any restrictions imposed by law or any subsidiary or Affiliate or existing agreements to which the Company is a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination of the Service Relationship:party.

Vesting of Restricted Shares. (a) The Restricted Shares are subject to forfeiture to the Company until they shall become vested and non-forfeitable nonforfeitable (“Vested”) if the Grantee shall have remained in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered continuous employ of the Company or transferred in any manner, whether voluntarily or involuntarily by a Subsidiary through the operation of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement vesting dates set forth below with respect to the Restricted Shares. (a) 100% percentage of the Restricted Shares subject hereto shall become vested and non-forfeitable on the third anniversary of the Effective Date, provided the Grantee remains in continuous service with the Company through set forth next to such date. (b) Upon cessation of the Service Relationship (hereinafter defined), any Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (c) If the Service Relationship (as defined below) terminates due to the Grantee’s death, or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by the Company without “Cause”, due to the Grantee’s “Disability” or due to a resignation by the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), and the Grantee executes a release of claims in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocable. (d) : For purposes of this Agreement, the “Service RelationshipClosing” means shall mean the closing of the transactions contemplated by the Agreement and Plan of Merger dated as of May 3, 2024 (the “Merger Agreement”), among the Company and Windstream Holdings II, LLC, a Delaware limited liability company (such transactions, collectively, the “Merger”). If the Closing occurs, the Restricted Shares shall be adjusted in accordance with the Merger Agreement and references to the Company from and after the Closing shall be to New Uniti. (b) Notwithstanding the provisions of Section 2(a), provided that the Closing occurs, in the event the Grantee experiences a Company-approved retirement (as determined in the sole discretion of the Committee), the Grantee shall immediately become Vested upon the later of the Closing and the date of such retirement in a pro rata portion of his Restricted Shares based on the number of days the Grantee was employed by the Company between the Date of Grant and the final Vesting Date; provided, however, that if such retirement occurs during the one-year period following a Change in Control, then the Restricted Shares shall become immediately vested in full. (c) Notwithstanding the provisions of Section 2(a) or 2(b), provided that the Closing occurs, all of the Restricted Shares covered by this Agreement shall immediately become Vested upon the later of (i) the Closing and (ii) the Grantee’s termination date if the Grantee’s employment or service with the Company and its Subsidiaries is terminated without Cause, the Grantee terminates his employment with the Company or its parent a Subsidiary for Good Reason, or any subsidiary the Grantee dies or Affiliate, whether in the capacity of an employee, director or a consultant. Unless otherwise becomes permanently disabled (as determined by the Board, the Grantee’s Service Relationship shall not be deemed to have terminated merely because of a change Committee) while in the capacity in which the Grantee renders service to employ of the Company or a transfer between locations of the Company, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject Subsidiary. (d) Notwithstanding anything contained in this Agreement to the foregoing and the following sentencecontrary, the CompanyCommittee may, in its sole discretion, shall determine whether accelerate the Grantee’s Service Relationship has terminated time at which the Restricted Shares become vested and the effective date of nonforfeitable on such termination. The following events shall not be deemed a termination of the Service Relationship:terms and conditions as it deems appropriate.

Vesting of Restricted Shares. The (a) One-half of the number of Restricted Shares are subject to forfeiture to shall vest on the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, first anniversary of the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation Date of law, except to Grant (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted TransfereesFirst Vesting Date”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by and the terms of this Agreement with respect to the Restricted Shares. (a) 100% remaining one-half of the number of Restricted Shares subject hereto shall become vested and non-forfeitable vest on the third second anniversary of the Effective Date of Grant (the “Second Vesting Date”), provided that the Grantee remains shall have remained in the continuous service with employ of the Company or a Subsidiary through such the applicable vesting date. If this vesting schedule could result in the vesting of a fractional Restricted Share, then the fractional Restricted Share that is scheduled to vest on the First Vesting Date shall be rounded up to the nearest whole share, and the fractional Restricted Share that is scheduled to vest on the Second Vesting Date shall be rounded down to the nearest whole share, so that only a whole number of Restricted Shares shall vest on each vesting date. (b) Upon cessation Notwithstanding the provisions of the Service Relationship (hereinafter definedSection 2(a), any the Restricted Shares which then remain forfeitable covered by this Agreement that have not yet vested under Section 2(a) shall immediately vest if, prior to the applicable vesting date (determined after application i) the Grantee’s employment with the Company and its Subsidiaries terminates by reason of Section 2(c)death or Disability, belowor (ii) will immediately and automatically, without any action on the part of the Company, be forfeited, and a Change in Control occurs while the Grantee will have no further rights with respect to those sharesis employed by the Company or a Subsidiary. (c) If the Service Relationship (as defined below) terminates due to the Grantee’s death, or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by the Company without “Cause”, due to the Grantee’s “Disability” or due to a resignation by the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), and the Grantee executes a release of claims in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocable. (d) For purposes of this Agreement, “Service Relationship” means the Grantee’s continuous employment or service of the Grantee with the Company or and its parent or any subsidiary or Affiliate, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, the Grantee’s Service Relationship Subsidiaries shall not be deemed to have terminated merely because of a change in the capacity in which been interrupted, and the Grantee renders service to the Company or a transfer between locations of the Company, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination to have ceased to be an employee of the Service Relationship:Company and its Subsidiaries, by reason of the transfer of his employment among the Company and its Subsidiaries or a leave of absence approved by the Committee.

Vesting of Restricted Shares. (a) The Restricted Shares are subject to forfeiture to the Company until they shall become vested and non-forfeitable nonforfeitable (“Vested”) if the Grantee shall have remained in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered continuous employ of the Company or transferred in any manner, whether voluntarily or involuntarily by a Subsidiary through the operation of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement vesting dates set forth below with respect to the percentage of Restricted Shares.Shares set forth next to such date: (ab) 100% Notwithstanding the provisions of Section 2(a), in the event the Grantee’s employment with the Company and its Subsidiaries is terminated without Cause, the Grantee terminates his or her employment with the Company or a Subsidiary for Good Reason, or the Grantee experiences a Company-approved retirement (as determined in the sole discretion of the Committee), the Grantee shall immediately become Vested in a portion of the Restricted Shares subject hereto shall become vested and non-forfeitable necessary to reflect that Grantee is Vested, in the aggregate with all previously Vested Restricted Shares, in a pro rata portion of his or her Restricted Shares based on the third anniversary number of the Effective Date, provided days the Grantee remains in continuous service with was employed by the Company through such date. (b) Upon cessation between the Date of the Service Relationship (hereinafter defined), any Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately and automatically, without any action on the part of the Company, be forfeited, Grant and the Grantee will have no further rights with respect to those shareslast applicable Vesting Date. (c) If Notwithstanding the Service Relationship provisions of Section 2(a) or 2(b), all of the Restricted Shares covered by this Agreement shall immediately become Vested if, during the vesting period, the Grantee (i) dies or becomes permanently disabled (as defined belowdetermined by the Committee) terminates due to while in the employ of the Company or a Subsidiary, or (ii) the Grantee’s deathemployment with the Company and its Subsidiaries is terminated without Cause, or if the Grantee terminates his or her employment with the Company or a Subsidiary for Good Reason, in each case described in clause (ii) within the two year period immediately following a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by the Company without “Cause”, due to the Grantee’s “Disability” or due to a resignation by the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), and the Grantee executes a release of claims in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocableControl. (d) For purposes of Notwithstanding anything contained in this Agreement, “Service Relationship” means Agreement to the Grantee’s employment or service with the Company or its parent or any subsidiary or Affiliate, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Boardcontrary, the Grantee’s Service Relationship shall not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the Company or a transfer between locations of the Company, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the CompanyCommittee may, in its sole discretion, shall determine whether accelerate the Grantee’s Service Relationship has terminated time at which the Restricted Shares become vested and the effective date of nonforfeitable on such termination. The following events shall not be deemed a termination of the Service Relationship:terms and conditions as it deems appropriate.

Vesting of Restricted Shares. The Restricted Shares are subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect to the Restricted Shares. (a) 100Provided the Grantee remains in continuous service with the Company through the applicable vesting date, the Restricted Shares subject hereto shall become vested and non-forfeitable as follows: i. 33 1 3% of the total number of Restricted Shares subject hereto shall become vested and non-forfeitable on the first anniversary of the Effective Date; and ii. 33 1 3% of the total number of Restricted Shares subject hereto shall become vested and non-forfeitable on the second anniversary of the Effective Date; and iii. 33 1 3% of the total number of Restricted Shares subject hereto shall become vested and non-forfeitable on the third anniversary of the Effective Date, provided the Grantee remains in continuous service with the Company through such date. (b) Upon cessation of the Service Relationship (hereinafter defined)Grantee’s service with the Company for any reason, any Restricted Shares which then remain forfeitable (determined after application any acceleration of vesting under Section 2(c), below) of this Agreement) will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (c) If the Service Relationship (as defined below) terminates due to the Grantee’s death, or if a Change in Control (as defined below) occurs during service with the Service Relationship, any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarly, if the Service Relationship Company ceases due to a termination by the Company without “Cause”, due to the Grantee’s “Disability” or due to a resignation by the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)Section 11 below), and the Grantee executes and delivers to the Company a general release of claims in the form and manner described in Section 7(c)(iii) favor of the Employment Agreement within Company and its Affiliates in a form prescribed by the timeframe established in Company and such release becomes effective and irrevocable prior to the Employment Agreementexpiration of the 60-day period immediately following the date on which the Grantee’s service terminates, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes effective and irrevocable. (d) For Solely for purposes of this Agreement (including but not limited to Section 9 of this Agreement), “Service Relationship” means the Grantee’s employment or service with the Company or its parent or any subsidiary or Affiliate, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, the Grantee’s Service Relationship shall not will be deemed to have terminated merely because of a change in the capacity in which the Grantee renders include employment or service to the Company or a transfer between locations of the Company, its parent or with any subsidiary or Affiliate or of the Company (for only so long as such entity remains a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination of the Service Relationship:).

Vesting of Restricted Shares. The Restricted Shares are subject to forfeiture to the Company until they become vested (a) Except as provided in paragraphs (b) and non-forfeitable in accordance with this Section 2. While subject to forfeiture(c) below, the Restricted Shares may awarded hereunder (to the extent not already vested) shall be sold, pledged, assigned, otherwise encumbered or transferred forfeited to the Company for no consideration in any manner, whether voluntarily or involuntarily the event the Employee ceases to be employed by the operation Company for any reason prior to the third anniversary of law, except to the Date of Grant. (ib) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, If the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound Management Objective approved by the terms Committee on the Date of this Agreement Grant with respect to the Restricted Shares (the “Threshold Requirement”) for the period beginning on ___________ and ending on _______________ (the “Performance Period”) is achieved, the Restricted Shares awarded hereunder shall be fully vested in the Employee and no longer subject to a risk of forfeiture to the extent of 1/3 of the aggregate number of Restricted Shares subject to this Agreement on each of the first three anniversaries of the Date of Grant, provided that the Employee shall have remained continuously employed by the Company or a Subsidiary until each such date. The vesting of the Restricted Shares pursuant to this Section 4(b) is contingent upon a determination by the Committee that the Threshold Requirement has been satisfied. Notwithstanding any provision to the contrary, and except as otherwise provided in Section 4(c) below, if the Threshold Requirement is not achieved during the Performance Period, the Employee shall forfeit the Restricted Shares. (ac) 100% of Notwithstanding anything in this Agreement to the contrary, the Restricted Shares awarded hereunder, to the extent not previously forfeited, shall be fully vested in the Employee and no longer subject hereto shall become vested and non-forfeitable on to risk of forfeiture pursuant to paragraph (a) or the third anniversary of the Effective Date, provided the Grantee remains vesting requirements set forth in continuous service with the Company through such date. paragraph (b) Upon cessation (to the extent the Restricted Shares have not already become vested), upon the occurrence of the Service Relationship (hereinafter defined), any Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately and automatically, without any action on the part earliest of the Companyfollowing events, be forfeited, and provided that the Grantee will Employee shall have no further rights with respect to those shares.remained continuously employed by the Company or a Subsidiary until the date of such event: (ci) If the Service Relationship date on which the Company undergoes a Change in Control; or (ii) the date on which the Employee dies or becomes “Disabled” (as defined below) terminates due to the Grantee’s death, or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by the Company without “Cause”, due to the Grantee’s “Disability” or due to a resignation by the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), and the Grantee executes a release of claims in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocable. (d) For purposes of this Agreement, the Employee shall be considered to be “Service RelationshipDisabled” means if (i) the Grantee’s employment Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical impairment or service with mental impairment which can be expected to result in death or can be expected to last for a period of not less than 6 months; or (ii) the Company Employee, by reason of any medically determinable physical impairment or its parent mental impairment which can be expected to result in death or any subsidiary can be expected to last for a period of not less than 6 months, is receiving income replacement benefits for a period of not less than three months under an accident or Affiliate, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, the Grantee’s Service Relationship shall not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the Company or a transfer between locations health plan covering employees of the Company, its parent ; or any subsidiary (iii) the Employee has been determined to be totally disabled by the Social Security Administration. (e) The Employee hereby designates the individual or Affiliate individuals named on the attached Designation of Beneficiary Form as the Employee’s beneficiary or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination of the Service Relationship:beneficiaries under this Agreement.

Vesting of Restricted Shares. The Restricted Shares are subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect to the Restricted Shares. (a) 100% All or a portion of the Restricted Shares subject hereto shall become vested and non-forfeitable vest on at 11:59 p.m. on February 10, 2008 (the third anniversary of the Effective “Vesting Date”), provided that (i) the Grantee remains in continuous service has been continuously employed with the Company through and its Subsidiaries from the Date of Grant until such datetime and (ii) the Committee determines that all or a portion of the Management Objectives have been satisfied in accordance with Section 3(b). (b) Upon cessation of As soon as administratively practicable after the Service Relationship Vesting Date, the Committee shall determine (hereinafter defined)i) the extent, any Restricted Shares if any, to which then remain forfeitable the Management Objectives for the period beginning on January 1, 2005 and ending on December 31, 2007 (determined after application of Section 2(c)the “Performance Period”) shall have been achieved in accordance with Schedule A, below) will immediately which schedule is incorporated herein and automatically, without any action on the made a part of the Company, be forfeitedthis Award Agreement, and (ii) the Grantee will number of Restricted Shares, if any, that shall have no further rights become vested and nonforfeitable in accordance with respect to those shares.Schedule A. (c) If the Service Relationship (as defined below) terminates due Grantee ceases to be an employee of the Company or its Subsidiaries prior to the Grantee’s deathVesting Date as a result of his or her Retirement, Disability, or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination other event specified by the Company without “Cause”Committee, due to the Grantee’s “Disability” or due to a resignation by then the Grantee with “Good Reason” (each shall be treated as defined in that certain Employment Agreement between the Grantee and if he or she had remained an employee of the Company dated on or about and its Subsidiaries through the closing date of the Transaction (the “Employment Agreement”))Vesting Date, and the Grantee executes a release of claims in the form and manner described in Section 7(c)(iii) Restricted Shares that would otherwise have become nonforfeitable as of the Employment Agreement within Vesting Date (assuming that Grantee had remained continuously employed with the timeframe established in Company and its Subsidiaries until such date) shall vest as of the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocable. (d) Vesting Date. For purposes of this Award Agreement, “Service RelationshipRetirement” means shall mean the Grantee’s termination of employment or service with the Company and its Subsidiaries (i) after having attained age 55 and at least five years of Credited Service (as that term is defined in the Milacron Retirement Plan); or, (ii) in accordance with a temporary early retirement program of the Company or its parent or any subsidiary or AffiliateSubsidiaries. For purposes of this Award Agreement, whether “Disability” shall have the meaning given such term in the capacity long-term disability plan of an employeethe Company in effect for, director or a consultant. Unless otherwise determined by the Boardapplicable to, the Grantee’s Service Relationship shall not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the Company or a transfer between locations of the Company, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination of the Service Relationship:.

Vesting of Restricted Shares. The Restricted Shares are subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect to the Restricted Shares. (a) 100% All of the Restricted Shares subject hereto shall become vested are nonvested and non-forfeitable on the third anniversary as of the Effective Grant Date, provided the Grantee remains in continuous service with the Company through such date. (b) Upon cessation So long as your Service is continuous from the Grant Date through the applicable date upon which vesting is scheduled to occur, ■ _____ of the Service Relationship Restricted Shares will vest and become nonforfeitable on _____, 2021 (hereinafter definedthe “First Vesting Date”), any ■ _____ of the Restricted Shares which then remain forfeitable will vest and become nonforfeitable on _____, 2022 (determined after application of Section 2(cthe “Second Vesting Date”), below) will immediately and automatically, without any action on the part ■ _____ of the CompanyRestricted Shares will vest and become nonforfeitable on _____, be forfeited2023 (the “Third Vesting Date” and, together with the First Vesting Date and the Grantee will have no further rights with respect to those sharesSecond Vesting Date, the “Vesting Dates”). (c) If the Service Relationship (as defined below) terminates due to the Grantee’s deathNotwithstanding Section 2(b), or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by the Company without “Cause”, due to the Grantee’s “Disability” or due to a resignation by the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date one hundred percent of the Transaction (the “Employment Agreement”)), and the Grantee executes a release of claims in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocable. (d) For purposes nonforfeitable as of this Agreement, “Service Relationship” means immediately before and contingent upon the Grantee’s employment or service with the Company or its parent or any subsidiary or Affiliate, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, the Grantee’s Service Relationship shall not be deemed to have terminated merely because occurrence of a change Change in Control, so long as your Service is continuous from the capacity in which Grant Date, through the Grantee renders service to the Company or a transfer between locations date of the CompanyChange in Control. In addition, its parent or if you are in Retirement (as defined below) then, upon a Change in Control, any subsidiary or Affiliate or a transfer between Restricted Shares that had remained eligible for vesting following your Retirement, but that have not yet become vested, shall be vested and nonforfeitable as of immediately before and contingent upon the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption occurrence of such Change in Control. “Retirement” shall mean the effective date of your resignation or other termination of employment after your attainment of age 55 and at least 5 years of service (or such shorter period of service as may be determined by the Service Relationship. Subject Administrator); provided that, for a resignation to the foregoing and the following sentencebe treated as a Retirement, you must provide at least 6 months’ advance written notice of such Retirement to the Company, and, for the avoidance of doubt, your Retirement will be effective upon your actual retirement date rather than upon the date of such notice. You will continue working diligently to satisfy our business obligations as well as assist the Company during a transition. The treatment of the Restricted Shares upon Retirement is intended to recognize your contributions to the Company prior to your Retirement and it is not intended to apply if you will continue working in its discretionthe Company’s industry following your Retirement. Therefore, shall determine whether as a condition of receiving the Grantee’s Service Relationship has terminated award set forth in this Agreement under the conditions of Retirement, you will be required to enter into and comply with an extension of your current Confidentiality Agreement and Non-Solicitation/Non-Competition Agreement term for three years following the effective date of such termination. The following events shall not be deemed a termination of the Service Relationship:your retirement.

Vesting of Restricted Shares. The Restricted Shares are subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect to the Restricted Shares. (a) 100Provided the Grantee remains in continuous service with the Company through each applicable vesting date, the Restricted Shares subject hereto shall become vested and non-forfeitable as follows: i. 33 1 3% of the total number of Restricted Shares subject hereto shall become vested and non-forfeitable on the third first anniversary of the Effective Date; and ii. 16 2 3% of the total number of Restricted Shares subject hereto shall become vested and non-forfeitable on the each of the 18-month, provided 24-month, 30-month and 36-month anniversaries of the Grantee remains in continuous service with the Company through such dateEffective Date. (b) Upon cessation of the Service Relationship (hereinafter defined)Grantee’s service with the Company for any reason, any Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (c) If Solely for purposes of this Agreement, employment or service with the Service Relationship Company will be deemed to include employment or service with any subsidiary or Affiliate of the Company (for only so long as defined belowsuch entity remains a subsidiary or Affiliate). (d) terminates due to Notwithstanding the foregoing, if the Grantee’s death, or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination employment is terminated by the Company without “Cause”, due to the Grantee’s ” (other than by reason of death or “Disability” ”) or due to a resignation by if the Grantee with resigns for “Good Reason,” (each as those terms are defined in that certain the Employment Agreement dated July [ ] , 2011 by and between the Company and Grantee and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), ) (provided that in either such case the Grantee does not immediately thereafter commence employment with an Affiliate of the Company) and the Grantee executes timely complies with the conditions set forth in the Employment Agreement regarding the execution of a release of claims in the form and manner described in Section 7(c)(iii) favor of the Employment Agreement within Company, the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will shall become fully vested and non-forfeitable when such release becomes irrevocableat the time specified in the Employment Agreement. (de) For purposes The Restricted Shares shall become fully vested and non-forfeitable upon the consummation of this Agreement, a “Service RelationshipChange in Control,” means the Grantee’s employment or service with the Company or its parent or any subsidiary or Affiliate, whether as that term is defined in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, the Grantee’s Service Relationship shall not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the Company or a transfer between locations of the Company, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination of the Service Relationship:Employment Agreement.

Vesting of Restricted Shares. The Restricted Shares are subject held by the Employees and their Permitted Transferees shall vest only under the circumstances specified in this paragraph 3. (a) With respect to forfeiture to each of the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeitureMeasuring Dates, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily held by the operation of law, except to Employees and their Permitted Transferees shall vest as provided in clauses (i) an immediate family member or and (ii) below. (i) Subject to the vesting of additional Restricted Shares pursuant to clause (ii) below, with respect to each Measuring Date: (A) if Actual Annual EBITDA at such Measuring Date equals or exceeds Target Annual EBITDA at such Measuring Date, then a trust number of Restricted Shares held by each Employee and his or her Permitted Transferees shall vest pursuant to this clause (i) with respect to such Measuring Date equal to the sum of (1) 20% of the total number of Restricted Shares purchased by such Employee from the Company under the Manager Stock Purchase Agreement (appropriately adjusted to reflect stock splits, reverse stock splits, stock dividends, conversions and other estate-planning vehicle recapitalizations), plus (collectively2) the total number of Restricted Shares acquired by such Employee from any other Employee or Permitted Transferee thereof pursuant to the Shareholder Agreement that would have vested pursuant to this clause (i) with respect to such Measuring Date if the transferring Employee or Permitted Transferee still owned such Restricted Shares; (B) if Actual Annual EBITDA at such Measuring Date exceeds Minimum Annual EBITDA at such Measuring Date, but is less than Target Annual EBITDA at such Measuring Date, then a number of Restricted Shares held by each Employee and his or her Permitted Transferees shall vest pursuant to this clause (i) with respect to such Measuring Date equal to the sum of (1) a percentage between 10% and 20%, determined in the manner provided below, of the total number of Restricted Shares purchased by such Employee from the Company under the Manager Stock Purchase Agreement (appropriately adjusted to reflect stock splits, reverse stock splits, stock dividends, conversions and other recapitalizations), plus (2) the total number of Restricted Shares acquired by such Employee from any other Employee or Permitted Transferee thereof pursuant to the Shareholder Agreement that would have vested pursuant to this clause (i) with respect to such Measuring Date if the transferring Employee or Permitted Transferee still owned such Restricted Shares; (C) if Actual Annual EBITDA at such Measuring Date equals Minimum Annual EBITDA at such Measuring Date, then a number of Restricted Shares held by each Employee and his or her Permitted Transferees shall vest pursuant to this clause (i) with respect to such Measuring Date equal to the sum of (1) 10% of the total number of Restricted Shares purchased by such Employee from the Company under the Manager Stock Purchase Agreement (appropriately adjusted to reflect stock splits, reverse stock splits, stock dividends, conversions and other recapitalizations), plus (2) the total number of Restricted Shares acquired by such Employee from any other Employee or Permitted Transferee thereof pursuant to the Shareholder Agreement that would have vested pursuant to this clause (i) with respect to such Measuring Date if the transferring Employee or Permitted Transferee still owned such Restricted Shares; and (D) if Actual Annual EBITDA at such Measuring Date is less than Minimum Annual EBITDA at such Measuring Date, then no portion of the Restricted Shares held by any Employee or his or her Permitted Transferees shall vest pursuant to this clause (i) with respect to such Measuring Date. Whenever, with respect to any Measuring Date, a percentage of Restricted Shares between 10% and 20% is required to be determined pursuant to clause (B) above, such percentage (expressed as a decimal) shall equal the sum of (aa) .10, plus (bb) the product of (II) .10, times (II) a fraction, the “Permitted Transferees”numerator of which is the amount by which Actual Annual EBITDA at such Measuring Date exceeds Minimum Annual EBITDA at such Measuring Date, and the denominator of which is the amount by which Target Annual EBITDA at such Measuring Date exceeds Minimum Annual EBITDA at such Measuring Date. (ii) If Actual Annual EBITDA at any Measuring Date (the "Current Measuring Date") exceeds Target Annual EBITDA at such Current Measuring Date, then (A) that portion of such Actual Annual EBITDA which is in excess of such Target Annual EBITDA (the "Carry Over EBITDA") shall be carried back to each Measuring Date occurring prior to the Current Measuring Date (a "Preceding Measuring Date"), so long as any in inverse order of occurrence until no further excess remains, and applied to the computation of Actual Annual EBITDA at such Permitted TransfereePreceding Measuring Date, as a condition if earned in the Measuring Period ended on such Preceding Measuring Date, to the extent necessary to achieve Target Annual EBITDA at such transferPreceding Measuring Date, agrees (B) the total number of Restricted Shares held by each Employee and his or her Permitted Transferees which would have vested under clause (i) above with respect to all Preceding Measuring Dates had such application of the Carry Over EBITDA been given effect at the time of the original computation thereof shall be recomputed (the aggregate number of such Restricted Shares vested in writing accordance with such recomputation being herein called the "Recomputed Vested Restricted Shares"), and (C) in addition to be bound by the terms of this Agreement Restricted Shares vested in accordance with clause (i) above with respect to the Current Measuring Date, a number of Restricted Shares held by each Employee and his or her Permitted Transferees shall vest pursuant to this clause (ii) with respect to the Current Measuring Date equal to the amount by which (1) the Recomputed Vested Restricted Shares, exceeds (2) the aggregate number of Restricted Shares held by such Employee and his or her Permitted Transferees which actually vested pursuant to this paragraph 3(a) prior to the Current Measuring Date. Any portion of the Carry Over EBITDA which is not applied to the computation of Actual Annual EBITDA at any Preceding Measuring Date as provided above shall be carried forward to each Measuring Date occurring after the Current Measuring Date (a "Subsequent Measuring Date"), in order of occurrence until no further excess remains, and applied to the computation of Actual Annual EBITDA at such Subsequent Measuring Date, as if earned in the Measuring Period ended on such Subsequent Measuring Date, to the extent necessary to achieve Target Annual EBITDA at such Subsequent Measuring Date. (iii) The Board shall notify each Employee and Melville in writing of the number of Restricted Shares held by such Employee and his or her Permitted Transferees which shall have vested pursuant to this paragraph 3(a) with respect to a Measuring Date as soon as practicable and in no event later than 90 days after such Measuring Date (which notice shall set forth in reasonable detail the computations on which the determination of such number was based), provided that failure to give such notice on a timely basis shall not effect the vesting of the Restricted Shares hereunder. The number of Restricted Shares set forth in such notice shall thereupon be deemed to have vested as of the close of business on such Measuring Date. (iv) All Restricted Shares held by an Employee and his or her Permitted Transferees which would otherwise vest with respect to a Measuring Date shall vest even if a Restricted Stock Event under and as defined in the Shareholder Agreement occurs with respect to such Employee after the close of business on such Measuring Date but prior to the date the Board notifies the Employee and Melville of the number of Restricted Shares vested with respect to such Measuring Date. (b) Immediately upon payment or prepayment in full of the Note in accordance with its terms at any time on or prior to December 31, 2000, all Restricted Shares then held by any Employee or his or her Permitted Transferees that remain unvested immediately prior to such payment or prepayment shall vest. Immediately upon any partial prepayment of the Note in accordance with its terms at any time prior to December 31, 2000, a number of Restricted Shares held by each Employee and his or her Permitted Transferees shall vest equal to the sum of (i) the product of (A) the total number of Restricted Shares purchased by such Employee from the Company under the Manager Stock Purchase Agreement (appropriately adjusted to reflect stock splits, reverse stock splits, stock dividends, conversions and other recapitalizations), times (B) a fraction, the numerator of which is the principal amount of the Note so prepaid, and the denominator of which is the sum of (1) the original principal amount of the Note, plus (2) the aggregate amount of capitalized interest that shall have been added to the principal amount of the Note through the date of such prepayment, plus (ii) the total number of Restricted Shares acquired by such Employee from any other Employee or Permitted Transferee thereof pursuant to the Shareholder Agreement that would have vested pursuant to this paragraph 3(b) immediately upon such prepayment if the transferring Employee or Permitted Transferee still owned such Restricted Shares. (ac) 100% Immediately upon the death, Disability or Retirement of an Employee at any time prior to the close of business on the last Measuring Date, all Restricted Shares subject hereto shall become vested and non-forfeitable on then held by such Employee (or, in the third anniversary event of the Effective Date, provided the Grantee remains in continuous service with the Company through such date. (b) Upon cessation of the Service Relationship (hereinafter defined), any Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (c) If the Service Relationship (as defined below) terminates due to the Grantee’s Employee's death, his or if a Change in Control (as defined belowher estate) occurs during the Service Relationshipand his or her Permitted Transferees that remain unvested immediately prior to such death, any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by the Company without “Cause”, due to the Grantee’s “Disability” Disability or due to a resignation by the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), and the Grantee executes a release of claims in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocableRetirement shall vest. (d) For purposes Immediately upon (i) termination by the Company of this Agreement, “Service Relationship” means the Grantee’s Xxxxxx'x or Xxxxxx' employment or service with the Company other than for Cause or its parent (ii) termination by Xxxxxx or any subsidiary or Affiliate, whether in Xxxxxx of his employment with the capacity Company as a result of an employee, director or a consultant. Unless otherwise determined breach by the Board, the Grantee’s Service Relationship shall not be deemed to have terminated merely because Company of a change in the capacity in which the Grantee renders service to the Company or a transfer between locations any of the Company, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination terms of the Service Relationship. Subject such Employee's Employment Agreement which has not been cured within ten days after notice thereof has been given by such Employee to the foregoing and the following sentence, the Company, in each case at any time prior to the close of business on the last Measuring Date, all Restricted Shares then held by such Employee and his Permitted Transferees that remain unvested immediately prior to such termination shall vest. (e) Subject to the written consent of Melville to such Change in Control as long as the Note shall remain outstanding, immediately prior to the occurrence of a Change in Control at any time before the close of business on the last Measuring Date, all Restricted Shares then held by any Employee or his or her Permitted Transferees that remain unvested at such time shall vest. (f) If any Restricted Shares shall have vested as of the close of business on a Measuring Date or upon the occurrence of any other event, they shall at no time thereafter cease to be vested by reason of the Company's failure to achieve with respect to any subsequent Measuring Date all or any percentage of Target Annual EBITDA at such Measuring Date or failure to pay or prepay the Note in full in accordance with its discretionterms on or prior to December 31, 2000 or for any other reason. (g) If any shares of Common Stock are issued in exchange for or in respect of any Restricted Shares pursuant to a stock split, reverse stock split, stock dividend, conversion or other recapitalization, such securities shall at the time of issuance be vested hereunder if issued in exchange for or in respect of vested Restricted Shares, and unvested hereunder if issued in exchange for or in respect of unvested Restricted Shares. (h) Notwithstanding anything to the contrary provided in paragraph 3(a) or 3(b) above, (i) in no event shall there vest with respect to any Measuring Date or upon any partial prepayment of the Note a number of Restricted Shares held by an Employee and his or her Permitted Transferees which is greater than the total number of Restricted Shares held by such Employee and his or her Permitted Transferees that remain unvested immediately prior to the close of business on such Measuring Date or immediately prior to such partial prepayment, as the case may be, and (ii) any Restricted Shares acquired by any Person or Persons from an Employee or Permitted Transferee thereof pursuant to the Shareholder Agreement which vest (or, in the event the acquiring Person is the Company, would have vested had such Person been an Employee) with respect to any Measuring Date or upon any partial prepayment of the Note pursuant to clause (i)(A)(2), (i)(B)(2) or (i)(C)(2) of paragraph 3(a) or pursuant to clause (ii) of paragraph 3(b), shall determine whether reduce, on a share-for-share basis, the Grantee’s Service Relationship has terminated and number of Restricted Shares, if any, that continue to be held by the effective date of transferring Employee or Permitted Transferee which would have otherwise vested under such termination. The following events shall not be deemed a termination of the Service Relationship:paragraphs with respect to such Measuring Date or upon such partial prepayment.

Vesting of Restricted Shares. The Restricted Shares are subject Subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect and the Plan, other than Section 22 of the Plan, the provisions of which shall not apply, this grant of Restricted Shares is subject to the Restricted Shares.following limitations: (a) 100% If at the Date of Xxxxx Xxxxxxx has attained age 55 and been in the service of STERIS and/or a Subsidiary for at least five consecutive years (“Qualifying Retirement Eligible”) or if at the Date of Xxxxx Xxxxxxx has been in the service of STERIS and/or a Subsidiary for at least twenty-five consecutive years (“Qualifying Service Eligible”), then in either case the Restricted Shares subject hereto shall vest and become vested nonforfeitable in three equal annual installments, on _________________ and non-forfeitable on the third anniversary each of the Effective two immediately succeeding anniversaries thereof (each such _________________, an “Anniversary Date, provided the Grantee remains in continuous service with the Company through such date”). (b) Upon cessation If at the Date of Grant the Grantee is not Qualifying Retirement Eligible or Qualifying Service Relationship (hereinafter defined)Eligible, any the Restricted Shares which then remain forfeitable (determined after application of Section 2(c)shall vest and become nonforfeitable on ________________, below) will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares_________. (c) If Notwithstanding the Service Relationship foregoing (as defined belowi) terminates due to if before the Grantee’s death, or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then have otherwise become vested and non-forfeitable. Similarly, if the Service Relationship ceases due nonforfeitable pursuant to a termination by the Company without “Cause”, due to the Grantee’s “Disability” or due to a resignation by paragraph (b) above the Grantee becomes Qualifying Retirement Eligible, then on the Anniversary Date that coincides with “Good Reason” (each as defined in that certain Employment Agreement between or immediately succeeds the date the Grantee becomes Qualifying Retirement Eligible and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), and provided the Grantee executes a release of claims has remained in the form and manner described in Section 7(c)(iii) employ of STERIS or a Subsidiary through such Anniversary Date, the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when nonforfeitable to the same extent as they would have been on such release date under paragraph (a) had the Grantee been Qualifying Retirement Eligible at the Date of Grant, and if such Anniversary Date is not the third Anniversary Date subsequent to the Date of Xxxxx, the Restricted Shares will thereafter continue to vest in the same manner and to the same extent as would have been the case under paragraph (a) had the Grantee been Qualifying Retirement Eligible at the Date of Grant, or (ii) if before the Restricted Shares have otherwise become vested and nonforfeitable pursuant to paragraph (b) above the Grantee becomes irrevocableQualifying Service Eligible, then on the Anniversary Date that coincides with or immediately succeeds the date the Grantee becomes Qualifying Service Eligible and provided the Grantee has remained in the employ of STERIS or a Subsidiary through such Anniversary Date, the Restricted Shares will become vested and nonforfeitable to the same extent as they would have been on such date under paragraph (a) had the Grantee been Qualifying Service Eligible at the Date of Grant, and if such Anniversary Date is not the third Anniversary Date subsequent to the Date of Grant, the Restricted Shares will thereafter continue to vest in the same manner and to the same extent as would have been the case under paragraph (a) had the Grantee been Qualifying Service Eligible at the Date of Grant. If the Grantee would be entitled to vesting pursuant to either or both clause (i) or clause (ii) above prior to the date specified in paragraph (b) above, then whichever clause results in the more rapid vesting shall be applicable to the Grantee. (d) For purposes Notwithstanding the foregoing, if any Anniversary Date or other date on which the Restricted Shares or a portion thereof would otherwise vest is not a trading day on the New York Stock Exchange, such vesting shall be deferred until the first trading day thereafter. (e) Notwithstanding anything herein to the contrary, the provisions of this AgreementSection 11 of the Plan, “Service Relationship” means other than Section 11(d)(iii), shall not apply to the Restricted Shares, and if the Grantee terminates service with STERIS and all Subsidiaries prior to the date on which the Grantee’s employment or service with the Company or its parent or any subsidiary or AffiliateRestricted Shares have become fully vested and nonforfeitable, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, the Grantee’s Service Relationship shall not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service subject to the Company or a transfer between locations provisions of Section 11(d)(iii) of the CompanyPlan and the provisions of Section 5 hereof, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination those portions of the Service Relationship. Subject to Restricted Shares that are not vested at the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date time of such termination. The following events termination shall not be deemed a termination forfeited. (f) Also notwithstanding the foregoing, if on any Anniversary Date any portion of the Service Relationship:Restricted Shares that would otherwise vest on such Anniversary Date represents a fractional share, that portion shall be aggregated with any portions of the Restricted Shares that represent fractional shares and would otherwise vest on succeeding Anniversary Dates and all portions so aggregated shall vest on the first of the aforesaid Anniversary Dates.