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([Nonstatutory][Incentive] Stock
Option Under
[Stericycle, Inc. 2005 Incentive Stock Plan]
[Stericycle, Inc. 2000 Nonstatutory Stock Option Plan]
[Stericycle, Inc. 1997 Stock Option 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][incentive] 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:
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Employee:
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Grant
Date:
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Number of
Option Shares:
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Exercise Price
Per Share:
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Vesting
Schedule:
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One-fifth of
the Option Shares will vest on each of the first five anniversaries
of the Option Grant Date.
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Expiration Date
of Option:
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1.
Plan . This Option has been granted under the [Stericycle,
Inc. 2005 Incentive Stock Plan][Stericycle, Inc. 2000 Nonstatutory
Stock Option Plan][Stericycle, Inc. 1997 Stock Option 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 to the extent that it
is vested at the time of exercise. The Option shall not continue to
vest after the Employee’s Termination Date. Any 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.
The Option shall
become fully vested upon a Change in Control, as provided in
Article [6][8] of the Plan.
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
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