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Exhibit
10.16
Stock Option
Agreement
(Nonstatutory Stock Option
Under
Stericycle, Inc. 2005
Incentive Stock Plan
Subject to the following
terms, Stericycle, Inc., a Delaware corporation (the “
Company ”), grants to the following employee of the
Company or one of its subsidiaries (the “ Employee
”), as of the following grant date (the “ Option
Grant Date ”), a nonstatutory stock option (the “
Option ”) to purchase the following number of shares
of the Company’s common stock, par value $.01 per share (the
“ Option Shares ”), at the following purchase
price per share (the “ Exercise Price ”),
exercisable in installments in accordance with the following
vesting schedule:
Employee:
Grant Date:
Number of Option
Shares:
Exercise Price Per
Share:
Vesting Schedule:
Full
vesting as of Option Grant Date
Expiration Date of
Option:
Terms of
Option
1. Plan . This Option
has been granted under the Stericycle, Inc. 2005 Incentive Stock
Plan (the “Plan”), which is incorporated in this
Agreement by reference. Capitalized terms used in this Agreement
without being defined (for example, the term “Plan
Administrator”) have the same meanings that they have in the
Plan.
2. Exercisability .
The Option may be exercised in whole or in part at any time prior
to its Expiration Date. Any portion of the Option that remains
unexercised shall expire on the Expiration Date,
Any vested portion of the
Option that remains unexercised shall expire on the Expiration
Date. The Option shall be subject to earlier expiration as provided
in Paragraph 5.
3. Manner of Exercise
. The Option may be exercised in respect of a whole number of
Option Shares (and only in respect of a whole number)
by:
(a) written notice of
exercise to the Plan Administrator (or its designee) at the
Company’s principal executive offices (which are currently
located at 28161 North Keith Drive, Lake Forest, Illinois 60045),
which is received prior to the Option’s Expiration
Date;
(b) full payment of the
Exercise Price of the Option Shares in respect of which the Option
is exercised; and
(c) full payment of an amount
equal to the Company’s federal, state and local withholding
tax obligation, if any, in connection with the exercise.
In addition, the exercise of
the Option shall be subject to
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