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3CI EMPLOYEE RETENTION PROGRAM

Employee Retention Agreement

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This Employee Retention Agreement involves

3CI COMPLETE COMPLIANCE CORP | Stericycle, Inc

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Title: 3CI EMPLOYEE RETENTION PROGRAM
Governing Law: Texas Date: 2/10/2006
Industry: WASTEM Sector: SERVIC

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Exhibit 10

Exhibit 10.2

3CI EMPLOYEE RETENTION PROGRAM

1. ESTABLISHMENT OF PROGRAM. The Company establishes the 3CI Employee Retention Program, as set forth herein and as it may amended from time to time (the “Program”), effective as of December 31, 2005. Bonuses granted under this Program shall be subject to (a) the terms and conditions of this Program and the respective Retention Award Agreement (defined below) executed by each employee of the Company who is granted a Bonus under the Program, as such documents may be amended from time to time, (b) Court Approval (defined below), and (c) distribution of the Settlement Proceeds (defined below).

2. PURPOSE. The Company is a party to a settlement agreement pursuant to which Stericycle, Inc., a Delaware corporation and the Company’s majority stockholder (“Stericycle”), has agreed to pay the Settlement Proceeds to settle the Louisiana Suit (defined below). Subject to Court Approval, the Settlement Proceeds are to be distributed on the Effective Time of Settlement (defined below). Prior to the Effective Time of Settlement, the Company will continue its business operations. The purpose of this Program is to assist the Company in maintaining those operations by providing incentive to the Company’s employees to remain employed and to continue working for the Company through the Effective Time of Settlement.

3. DEFINITIONS. As used herein, unless the context requires otherwise, the following terms shall have the meanings indicated below:

(a) “Board” means the Board of Directors of the Company.

(b) “Bonus” means the right granted to an Employee under the Program and his respective Retention Award Agreement to receive a cash bonus in the amount and under the terms, conditions and limitations that the Special Committee establishes.

(c) “Cause” means (a) Employee’s gross negligence in the performance of his duties as an employee of the Company, or the intentional nonperformance or intentional mis-performance of such duties; (b) Employee’s failure to abide by or comply with the Company’s written policies and procedures as of December 31, 2005; (c) Employee’s dishonesty, fraud or willful misconduct with respect to the business or affairs of the Company; (d) Employee’s conviction of a felony or other crime involving moral turpitude; or (e) Employee’s abuse of alcohol or drugs (legal or illegal) that, in the Special Committee’s sole judgment, impairs the Employee’s ability to perform his duties as an employee of the Company.

(d) “Code” means the Internal Revenue Code of 1986, as amended, and any successor statute. Reference in the Program to any section of the Code shall be deemed to include any amendments or successor provisions to such section and any Treasury regulations promulgated under such section.

(e) “Committee” means the Special Committee of the Board, the members of which are Stephen B. Koenigsberg and Kevin J. McManus.

(f) “Company” means 3CI Complete Compliance Corporation, dba American 3CI, a Delaware corporation.

(g) “Court” means the First Judicial District Court, Caddo Parish, Louisiana, Honorable Judge Roy L. Brun presiding.

(h) “Court Approval” means when the order and judgment of the Court in the Louisiana Suit, including, but not limited to, approval of the payment of the Bonuses granted pursuant to this Program, become final and no longer subject to review by appeal.

(i) “Director” means a member of the Board.

(j) “Disability” means the “disability” of a person as defined in a then effective long-term disability plan maintained by the Company that covers such person, or if such a plan does not exist at any relevant time, “Disability” means the permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code. Section 22(e)(3) of the Code provides that an individual is totally and permanently disabled if he is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than twelve (12) months.

(k) “Effective Time of Settlement” means 9 a.m. central time on the later of (a) the day following the date on which the Final Order and Judgment is no longer subject to review by appeal, or (b) the day following the date on which any appeal from the Final Order and Judgment is finally resolved, either because a petition for certiorari is denied or by reason of affirmance by a court of last resort or by lapse of time following affirmance or dismissal of the appeal by an intermediate appellate court or otherwise, provided that the Final Order and Judgment is not reversed or materially modified by the Court or any reviewing court.

(l) “Employee” means any person, including an officer but not a Director, who is employed by the Company.

(m) “Final Order and Judgment” means the final order and judgment of the Court dismissing the Louisiana Suit with prejudice and without further costs, including, but not limited to, claims for interest, penalties, costs and attorneys’ fees, that the plaintiffs or defendants have alleged or may have alleged in connection with the Louisiana Suit or that are covered by the releases executed in conjunction with the dismissal of the Louisiana Suit.