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”).
