THIS AGREEMENT ("Agreement") is made as of the day of , between STERIS Corporation, an Ohio
corporation ("STERIS"), and ("Executive").
STERIS is entering into this Agreement in recognition of the importance of Executive's services to the continuity
of management of STERIS and based upon its determination that it will be in the best interests of STERIS to
encourage Executive's continued attention and dedication to Executive's duties in the potentially disruptive
circumstances of a possible Change of Control of STERIS. (As used in this Agreement, the term "Change of
Control" and certain other capitalized terms have the meanings ascribed to them in Section 7, at the end of this
STERIS and Executive agree, effective as of the date first set forth above (the "Effective Date"), as follows:
1. Basic Severance Benefits. The benefits described in the subsections of this
Section 1 are subject to the limitations set forth in Subsections 4.1 (regarding withholding) and 4.2 (requiring the
execution of a waiver and release by Executive).
1.1 Lump Sum Severance Benefit if Employment is Terminated in Certain Circumstances Within Two Years of a
Change of Control. If, within two years following the occurrence of a Change of Control, Executive's
employment with STERIS is terminated by STERIS for any reason other than Cause, Disability, or death or by
Executive after a Reduction of Compensation or a Mandatory Relocation has occurred, STERIS shall pay to
Executive, within 30 days after the Termination Date, a lump sum severance benefit equal to three times the sum
(a) one year's Base Salary (at the highest rate in effect at any time during the one year period ending on the date
of the Change of Control), plus
(b) Executive's Average Annual Incentive Compensation.
1.2 Lump Sum Severance Benefit if Employment is Terminated by Executive During a Window Period following
Good Faith Determination by Executive. Except as provided in the last sentence of this Subsection