exv10w15



 







Exhibit 10.15




Stock Option Agreement




([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:



	 	 	 	 	 
	 

	 	Employee:	 	 
	 
	 	 	 	 
	 

	 	Grant Date:	 	 
	 
	 	 	 	 
	 

	 	Number of Option Shares:	 	 
	 
	 	 	 	 
	 

	 	Exercise Price Per Share:	 	 
	 
	 	 	 	 
	 

	 	Vesting Schedule:
	 	One-fifth of the Option Shares will vest on each of the first five
anniversaries of the 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][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




      (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 any procedures and policies that
the Plan Administrator has adopted to administer the Plan which may be in effect at the time of
exercise.



     4.     Manner of Payment. The Employee’s payment of the Exercise Price of the Option Shares in
respect of which the Option is exercised, and his or her payment of the Company’s withholding tax
obligation, if any, in connection with the exercise, shall be made by certified or bank cashier’s
check or by a wire transfer of immediately available funds.



     Payment also may be made by means of a “cashless” net exercise through a broker approved by
the Plan Administrator for the purpose, pursuant to which the full amount due to the Company is
remitted directly by the broker from the net proceeds of the sale of a sufficient number of Option
Shares. In addition, payment may be made in any other manner authorized by the Plan and
specifically permitted by the Plan Administrator at the time of exercise.



     5.     Early Expiration of Option. If the Employee’s ceases to serve as an employee of the
Company or a Subsidiary, the unvested portion of the Option shall terminate on the Employee’s
Termination Date. The vested portion of the Option shall expire shall expire on the earlier of (i)
90 days after the Employee’s Termination Date or (ii) the Option’s Expiration Date (or if the
Employee’s employment terminated by reason of his or her death or Disability, on the earlier of (i)
the first anniversary of the Termination Date or (ii) the Option’s Expiration Date), unless the
exercisability of the Option is extended by the Plan Administrator (in the Plan Administrator’s
sole discretion). The Plan Administrator may extend the exercisability of the Option to any date
ending on or before the Option’s Expiration Date.



     6.     Transferability. The Option may not be transferred, assigned or pledged (whether by
operation of law or otherwise), except as provided by will or the applicable intestacy laws; and
the Option shall not be subject to execution, attachment or similar process. The Option may be
exercised only by the Employee or, in the case of his or her death, by the person or persons to
whom the Option passes by the Employee’s will or the applicable intestacy laws (or by the legal
representative of the Employee’s estate).



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     7.     Interpretation. This Agreement is subject to the terms of the Plan, as the Plan may be
amended (but except as required by applicable law, no amendment of the Plan after the Option Grant
Date shall adversely affect the Employee’s rights in respect of the Option without the Employee’s
consent). If there is a conflict or inconsistency between this Agreement and the Plan, the terms of
the Plan shall control. The Plan Administrator’s interpretation of this Agreement and the Plan
shall be final and binding.



     8.     No Employment Right. Nothing in this Agreement shall be considered to confer on the
Employee any right to continue in the employ of the Company or a Subsidiary or to limit the right
of the Company or a Subsidiary to terminate the Employee’s employment.



     9.     Governing Law. This Agreement shall be governed in accordance with the laws of the State
of Illinois.



     10.     Binding Effect. This Agreement shall be binding on the Company and the Employee and on
the Employee’s heirs, legatees and legal representatives.



     11.     Effective Date. This Agreement shall not become effective until the Employee’s acceptance
of this Agreement and the related Confidentiality, Nonsolicitation and Noncompetition Agreement.
Upon the Employee’s acceptance, this Agreement shall become effective, retroactive to the Option
Grant Date, without the necessity of further action by either the Company or the Employee.




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