STERIS PLC FORM OF NONQUALIFIED STOCK OPTION AGREEMENT FOR NONEMPLOYEE DIRECTORSNonqualified Stock Option Agreement • May 31st, 2016 • Steris PLC • Orthopedic, prosthetic & surgical appliances & supplies • Ohio
This Agreement is between STERIS plc ("STERIS") and _______________ ("Optionee"), with respect to the grant of a Nonqualified Stock Option by STERIS to Optionee pursuant to the STERIS plc 2006 Long-Term Equity Incentive Plan, Assumed as Amended and Restated Effective November 2, 2015, and as further amended from time to time (the "Plan"). (Capitalized terms used in this Agreement and not otherwise defined have the meanings assigned to them in the Plan.)
GUARANTY SUPPLEMENTGuaranty Supplement • May 31st, 2016 • Steris PLC • Orthopedic, prosthetic & surgical appliances & supplies
WHEREAS, in order to obtain funds for the purposes set forth in Schedule 5.14 to the Note Purchase Agreement, the Company entered into that certain Note Purchase Agreement dated as of May 15, 2015 (the "Note Purchase Agreement") between the Company and each of the Holders as defined therein providing for, inter alia, the issue and sale by the Company of (a) $125,000,000 aggregate principal amount of its 3.45% Senior Notes, Series A-1, due May 14, 2025 (the "Series A-1 Notes"), (b) $125,000,000 aggregate principal amount of its 3.55% Senior Notes, Series A-2, due May 14, 2027 (the "Series A-2 Notes"), and (c) $100,000,000 aggregate principal amount of its 3.70% Senior Notes, Series A-3, due May 14, 2030 (the "Series A-3 Notes"; the Series A-1 Notes, the Series A-2 Notes and the Series A-3 Notes are hereinafter referred to as the "Series A Notes"). Each Holder of a Note shall be referred to as a "Holder".
GUARANTOR JOINDER AGREEMENTGuarantor Joinder Agreement • May 31st, 2016 • Steris PLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Guarantor Joinder Agreement (this “Agreement”) dated as of January 12, 2016 is made by each of the parties on Schedule I hereto (the “Additional Guarantors”), in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders under the Credit Agreement referred to below.
GUARANTY SUPPLEMENTGuaranty Supplement • May 31st, 2016 • Steris PLC • Orthopedic, prosthetic & surgical appliances & supplies
To the Holders of the Series A-lA Notes, Series A-1B Notes, Series A-2A Notes, Series A-2B Notes, Series A-3A Notes and Series A-3B Notes (each, as hereinafter defined) of STERIS Corporation (the "Company")
GUARANTY SUPPLEMENTGuaranty Supplement • May 31st, 2016 • Steris PLC • Orthopedic, prosthetic & surgical appliances & supplies
To the Holders of the Series A-lA Notes, Series A-1B Notes, Series A-2A Notes, Series A-2B Notes, Series A-3A Notes and Series A-3B Notes (each, as hereinafter defined) of STERIS Corporation
GUARANTY SUPPLEMENTGuaranty Supplement • May 31st, 2016 • Steris PLC • Orthopedic, prosthetic & surgical appliances & supplies
WHEREAS, in order to refinance certain debt and for general corporate purposes, the Company entered into those certain Note Purchase Agreements dated as of August 15, 2008 (as amended, the "Original Note Purchase Agreements") between the Company and each of the purchasers party thereto (together with their successors and assigns, the "Original Holders"), providing for, inter alia, the issue and sale by the Company of: (a) $30,000,000 aggregate principal amount of its 5.63% Senior Notes, Series A-1, due August 15, 2013 (the "Series A-1 Notes"), (b) $85,000,000 aggregate principal amount of its 6.33% Senior Notes, Series A-2, due August 15, 2018 (the "Series A-2 Notes"), and (c) $35,000,000 aggregate principal amount of its 6.43% Senior Notes, Series A-3, due August 15, 2020 (the "Series A-3 Notes"; the Series A-1 Notes, Series A-2 Notes and Series A-3 Notes shall be collectively referred to herein to the "Original Series A Notes").
STERIS PLC Career Restricted STOCK unit AGREEMENTCareer Restricted Stock Unit Agreement • May 31st, 2016 • Steris PLC • Orthopedic, prosthetic & surgical appliances & supplies • Ohio
WHEREAS, (the “Grantee”) is a Director of STERIS plc, a public limited liability company organized under the laws of England and Wales (“STERIS”); and
GUARANTOR JOINDER AGREEMENTGuarantor Joinder Agreement • May 31st, 2016 • Steris PLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Guarantor Joinder Agreement (this "Agreement") dated as of November 2, 2015 is made by each of the parties on Schedule I hereto (the "Additional Guarantors"), in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the "Administrative Agent") for the Lenders under the Credit Agreement referred to below.
Form of Make-Whole Payment and Related Payment Conditions Agreement Between Former STERISMake-Whole Payment and Related Payment Conditions Agreement • May 31st, 2016 • Steris PLC • Orthopedic, prosthetic & surgical appliances & supplies • Ohio
As you know, on November 2, 2015, STERIS Corporation (“STERIS”) completed the combination with Synergy Health plc (the “Combination”). You are receiving this letter because prior to the Combination you were a director of STERIS subject to the reporting requirements of Section 16(a) of the U.S. Securities Exchange Act of 1934, as amended. Because of your position, under Section 4985 of the U.S. Internal Revenue Code of 1986, as amended (“Section 4985”), as a result of the Combination, a special 15% excise tax (the “Excise Tax”) will be imposed on the value of certain Stock Compensation (as defined under Section 4985) held by you, including the Make-Whole Payments (as hereinafter defined) you receive from STERIS in connection therewith (your “Stock Compensation”).
GUARANTY SUPPLEMENTGuaranty Supplement • May 31st, 2016 • Steris PLC • Orthopedic, prosthetic & surgical appliances & supplies
WHEREAS, in order to obtain funds for the purposes set forth in Schedule 5.14 to the Note Purchase Agreement, the Company entered into that certain Note Purchase Agreement dated as of May 15, 2015 (the "Note Purchase Agreement") between the Company and each of the Holders as defined therein providing for, inter alia, the issue and sale by the Company of (a) $125,000,000 aggregate principal amount of its 3.45% Senior Notes, Series A-1, due May 14, 2025 (the "Series A-1 Notes"), (b) $125,000,000 aggregate principal amount of its 3.55% Senior Notes, Series A-2, due May 14, 2027 (the "Series A-2 Notes"), and (c) $100,000,000 aggregate principal amount of its 3.70% Senior Notes, Series A-3, due May 14, 2030 (the "Series A-3 Notes"; the Series A-1 Notes, the Series A-2 Notes and the Series A-3 Notes are hereinafter referred to as the "Notes"). Each Holder of a Note shall be referred to as a "Holder".
GUARANTY SUPPLEMENTGuaranty Supplement • May 31st, 2016 • Steris PLC • Orthopedic, prosthetic & surgical appliances & supplies
WHEREAS, in order to refinance certain debt and for general corporate purposes, the Company entered into those certain Note Purchase Agreements dated as of August 15, 2008 (the "Original Note Purchase Agreements") between the Company and each of the purchasers party thereto (together with their successors and assigns, the "Original Holders"), providing for, inter alia, the issue and sale by the Company of: (a) $85,000,000 aggregate principal amount of its 6.33% Senior Notes, Series A-2, due August 15, 2018 (the "Series A-2 Notes") and (b) $35,000,000 aggregate principal amount of its 6.43% Senior Notes, Series A-3, due August 15, 2020 (the "Series A-3 Notes"; the Series A-2 Notes and Series A-3 Notes shall be collectively referred to herein to the "Original Series A Notes").
