EXECUTIVE RETENTION AGREEMENT
THIS EXECUTIVE RETENTION AGREEMENT (“Agreement”) is made as of the 29 th day of May, 2007, by and between
STERIS Corporation, an Ohio corporation (the “Company”), and Peter A. Burke (“Executive”). Capitalized terms not otherwise
defined are used as defined in Exhibit A.
1. EMPLOYEE STATUS. As of the date of this Agreement, the Company is employing Executive, and Executive has
agreed to be employed by the Company, upon and subject to the terms of this Agreement, as Senior Vice President. Executive
agrees to continue to perform the duties as are reasonably assigned to him by the President and Chief Executive Officer (CEO)
of the Company and comply with the terms of this Agreement. As used herein, “employment”, “employed”, or similar terms
shall include employment by STERIS Corporation or its subsidiaries, parent or affiliates.
2. RESPONSIBILITIES. Except as otherwise specified in Paragraph 8(b) of this Agreement while employed by the
Company, Executive shall:
(a) diligently and faithfully serve the Company in the capacities described above, and shall devote his best, good
faith efforts and full business time and attention to the advancement of the Company’s interests and to the benefit of the
(b) diligently and faithfully carry out the policies, programs and directions of the CEO and the Board of Directors of
the Company; and
(c) fully cooperate with such other employees of, and consultants and representatives retained by, the Company.
3. COMPENSATION. The Company will compensate Executive for his services during his employment by the Company as
(a) Base Compensation . The Company shall pay to Executive base compensation (salary) at his current rate for the
2007 Fiscal Year, payable in accordance with the Company’s normal payroll schedule. Executive’s base compensation in
subsequent Fiscal Years while this Agreement is in effect shall be determined by the Company’s CEO and Board of
Directors, but shall not b