AMENDED AND RESTATED NON-QUALIFIED STOCK OPTION PLAN
(as amended through January 5, 2000)
1. Purpose .
This Amended and Restated Non-Qualified Stock Option Plan (the “Plan”) of STERIS Corporation (the “Company”) is
intended to advance the interests of the Company and its shareholders. The purposes of the Plan are to attract and retain key
employees for the Company and its Subsidiaries, to provide key employees with a proprietary interest in the Company, and to
stimulate the interest of key employees and of independent members of the Board of Directors of the Company (the “Board) in
the development and financial success of the Company.
2. Administration .
The Plan shall be administered by a committee which shall consist of not less than two directors of the Company (the
“Committee”) appointed by the Board. The Board may also appoint one or more directors as alternate members of the
Committee. No officer or employee of the Company or of a Subsidiary shall be a member or alternate member of the Committee.
The Committee shall at all times be so comprised as to satisfy the disinterested administration standard contained in Rule 16b-3,
promulgated under the Securities Exchange Act of 1934 (the “1934 Act”), if required to qualify for the exemption from Section 16
(b) of the 1934 Act that is available under Rule 16b-3 (the “Rule 16b-3 Exemption”). The members of the Committee shall serve at
the pleasure of the Board, which may remove members from the Committee or appoint new members to the Committee from time
to time, and members of the Committee may resign by written notice to the Chairman of the Board or the Secretary of the
Company. The Committee may adopt any rules it considers appropriate for the conduct of its business or the administration of
the Plan, may make interpretations of the Plan, may take any other actions it considers appropriate in connection with the Plan
(including, if the Committee deems appropriate, accelerating