exhibit104-stericyclex20






Exhibit 10.4  STERICYCLE, INC.  2021 LONG-TERM INCENTIVE PLAN    Performance Stock Unit Award Agreement     Stericycle, Inc. (the “Company”), pursuant to its 2021 Long-Term Incentive Plan (the  “Plan”), hereby grants an award of Performance Stock Units to you, the Participant named below.  The terms  and conditions of this Award are set forth in this Performance Stock Unit Award Agreement (the  “Agreement”), consisting of this cover page, the Terms and Conditions on the following pages and the  attached Exhibit A, and in the Plan document, a copy of which has been provided to you.  Any capitalized  term that is used but not defined in this Agreement shall have the meaning assigned to it in the Plan as it  currently exists or as it is amended in the future.     Name of Participant:   Target Number of Performance  Stock Units:    Maximum Number of  Performance Stock Units:    Grant Date:   Performance Period:   Performance Year: Each calendar year during the Performance Period  Vesting Schedule: The number of Units determined by the Committee to have been  earned will vest* on the third anniversary of the Grant Date.  Performance Goals: See Exhibit A  *Assumes your Service has been continuous from the Grant Date to the vesting date,  except as otherwise provided in this Agreement.        By signing below or otherwise evidencing your acceptance of this Agreement in a manner approved  by the Company, you agree to all of the terms and conditions contained in this Agreement and in the Plan  document.  You acknowledge that you have received and reviewed these documents and that they set forth  the entire agreement between you and the Company regarding this Award of Performance Stock Units.      This Award shall not become effective until you accept this Award and agree to be bound by an  Employee Covenant Agreement. Upon such acceptance and agreement, this Award shall become  effective, retroactive to the Grant Date, without the necessity of further action by either the Company or  you.  If, within 90 days of the Grant Date, you have not accepted this Award and/or if you have not signed  the Employee Covenant Agreement and returned it to the Company, this Award may, if so determined by  the Company in its discretion, be forfeited and cancelled, in which case you shall have no further rights  under or with respect thereto.  





 






    Page 2  PARTICIPANT: STERICYCLE, INC.:        By:______________________________________   Title:_____________________________________  





 






    Page 3  STERICYCLE, INC.  2021 Long-Term Incentive Plan  Performance Stock Unit Award Agreement    Terms and Conditions    1. Grant of Performance Stock Units.  The Company hereby confirms the grant to you, as of the  Grant Date and subject to the terms and conditions of this Agreement and the Plan, of an award of  Performance Stock Units (the “Units”) in an amount initially equal to the Target Number of Performance  Stock Units specified on the cover page of this Agreement.  The number of Units that may actually be  earned and become eligible to vest pursuant to this Award can be between 0% and 187.5% of the Target  Number of Units, but may not exceed the Maximum Number of Performance Stock Units specified on the  cover page of this Agreement.  Each Unit that is earned as a result of the performance goals having been  satisfied and which thereafter vests represents the right to receive one Share of the Company’s common  stock.  Prior to their settlement or forfeiture in accordance with the terms of this Agreement, the Units granted  to you will be credited to a performance stock unit account in your name maintained by the Company.  This  account will be unfunded and maintained for book-keeping purposes only, with the Units simply representing  an unfunded and unsecured contingent obligation of the Company.    2. Restrictions Applicable to Units.  Neither this Award nor the Units subject to this Award may be  sold, assigned, transferred, exchanged or encumbered, voluntarily or involuntarily, other than (i) a transfer  upon your death in accordance with your will, by the laws of descent and distribution or pursuant to a  beneficiary designation submitted in accordance with Section 6(d) of the Plan, or (ii) pursuant to a domestic  relations order.  Following any such transfer, this Award shall continue to be subject to the same terms and  conditions that were applicable to this Award immediately prior to its transfer.  Any attempted transfer in  violation of this Section 2 shall be void and without effect.  The Units and your right to receive Shares in  settlement of any Units under this Agreement shall be subject to forfeiture except to the extent the Units  have been earned and thereafter vest as provided in Sections 4 and 5.    3. No Shareholder Rights.  The Units subject to this Award do not entitle you to any rights of a  holder of the Company’s common stock.  You will not have any of the rights of a shareholder of the  Company in connection with any Units granted or earned pursuant to this Agreement unless and until  Shares are issued to you in settlement of earned and vested Units as provided in Section 6.    4. Vesting of Units.    (a) Performance Targets.  For each Performance Year during the Performance Period, the  Committee shall establish performance targets (“Performance Targets”) that shall apply to such  Performance Year.  The Performance Targets shall be established within the first 90 days of the  Performance Year and at a time when the outcome as to the Performance Targets is substantially  uncertain.  The Performance Targets for the first Performance Year are set forth in Exhibit A (which is  incorporated into and forms a part of this Agreement).  The Performance Targets for Performance Years  after the first Performance Year shall be established by the Committee in accordance with this subsection  (a) and shall be communicated to you and be deemed to become a part of this Agreement.  In addition, the  Committee has established an additional Performance Target that will be measured over the entire  Performance Period and will be applied as a modifier to the performance results from each Performance  Year, which additional Performance Target is set forth in Exhibit A. The Performance Targets for each  Performance Year and for the Performance Period shall be used to determine the maximum number of  Units that may become vested for the Performance Period as described in subsection (b).     





 






    Page 4  (b) General Vesting Rules.     (i) A maximum of 50% of the Units may become conditionally vested on each of the  first, second and third anniversaries of the Grant Date (each date a “Conditional Vesting Date”  with respect to the Performance Year ending immediately prior to the applicable anniversary of  the Grant Date), provided that your Service has not terminated as of the applicable Conditional  Vesting Date, except as otherwise provided in this Agreement.  Subject to the terms and  conditions of this Agreement, the actual number of Units that become conditionally vested as of  any Conditional Vesting Date (“Conditionally Vested Units”) shall be determined by the  Committee based on satisfaction of the Performance Targets for the applicable Performance Year.   Without limiting the generality of the foregoing or any other provision of this Award Agreement,  Conditionally Vested Units shall be treated as unvested Units until they vest on the third  anniversary of the Grant Date (the “Final Vesting Date”).  Except as otherwise provided by the  Committee or this Agreement, if your Service terminates for any reason prior to the Final Vesting  Date, then, as of your termination date, all then unvested Units shall be cancelled and shall be  forfeited, none of the unvested Units shall become Vested Units and you shall have no rights  under or with respect to any of the unvested Units.     (ii) The number of Conditionally Vested Units that have been earned as determined  by the Committee based on the Performance Targets for each Performance Year and for the  overall Performance Period shall become vested as of the Final Vesting Date (the “Vested  Units”).  All Units that become Vested Units on the Final Vesting Date shall be distributed to you  in accordance with Section 6.      (c) Accelerated or Continued Vesting.      (i) Death or Disability. Notwithstanding the provisions of subsection 3(b), if your  Service terminates prior to the Final Vesting Date on account of your death or Disability, then all  of the then outstanding unvested Units shall become Vested Units at the target level of  performance, and such termination date shall be the “Final Vesting Date” for such Units for  purposes of Section 6.     (ii) Retirement. If (A) your Service terminates prior to the Final Vesting Date due to  your Retirement, (B) you provided written notice to the Company of your intention to retire at least  six months prior to your termination date due to Retirement, and (C) at least six months have elapsed  between the Grant Date and your termination date due to Retirement, then the Units will remain  outstanding and subject to the general vesting rules set forth in subsection (b) above; provided,  however, that the Employee Covenant Agreement referred to in Section 8 of this Agreement shall  continue to apply to you following your termination Date due to Retirement until the Committee  determines the Vested Units that actually become earned and vested and such Vested Units are  settled in accordance with Section 6, and if you violate any provision of the Employee Covenant  Agreement during such period, then Section 8 below will apply.    (iii) Change in Control. If a Change in Control occurs while you continue to be a  Service Provider and prior to the Final Vesting Date, the following provisions shall apply:    (A) If the surviving or successor entity (or its parent company) continues,  assumes or replaces this Award, then the Performance Targets for the outstanding  unvested Units shall be deemed to be achieved as of the date of the Change in Control at  the target level of performance and such number of deemed earned Units (“Deemed  Earned Units”) shall be subject to a continuing service requirement (except as set forth in  





 






    Page 5  the remainder of this subsection (A)) until the Final Vesting Date; provided, however,  that if on or within 24 months following a Change in Control, you cease to be a Service  Provider due either to an involuntary termination for reasons other than Cause or a  resignation for Good Reason, then all unvested Deemed Earned Units shall immediately  vest in full.    (B) If and to the extent this Award is not continued, assumed or replaced,  then all of the Units then outstanding shall become Vested Units at the target level of  performance immediately prior to the effective time of the Change in Control.  Further,  the Committee may provide that this Award shall be canceled at or immediately prior to  the effective time of the Change of Control in exchange for a payment in an amount equal  to the fair market value (as determined in good faith by the Committee) of the  consideration that would otherwise be received in the Change of Control for the number  of shares (assuming a target level of performance) subject to this Award, and payment of  any such amount shall be made in such form, on such terms and subject to such  conditions as the Committee determines in its discretion.  For the avoidance of doubt,  with respect to any Award that is deferred compensation for purposes of Section 409A of  the Code in the event that it would be impermissible to accelerate the settlement of any  such Award in connection with a Change in Control, no distribution shall be made to you  by reason of such Change of Control (although any other modification or enhancement to  the Award, such as accelerated vesting, shall still apply) and the value of such Award as  determined by the Committee prior to such Change of Control shall be paid to the  affected Service Provider on the date the Award would have otherwise been settled  without regard to the Change of Control.  (C) For purposes of this Section 4(b)(3), this Award will be considered  assumed or replaced under the circumstances specified in Section 12(b)(1) of the Plan.  5. Effect of Termination of Service.  Except as otherwise provided in accordance with Section 4(b)  above, if you cease to be a Service Provider, you will forfeit all unvested Units.      6. Settlement of Units.  Subject to Section 8 below, after any Units vest pursuant to Section 4, the  Company shall, as soon as practicable (but no later than the 15th day of the third calendar month following  the Final Vesting Date), cause to be issued and delivered to you (or to your personal representative or  your designated beneficiary or estate in the event of your death, as applicable) one Share in payment and  settlement of each vested Unit.  Delivery of the Shares shall be effected by the issuance of a stock  certificate to you, by an appropriate entry in the stock register maintained by the Company’s transfer  agent with a notice of issuance provided to you, or by the electronic delivery of the Shares to a brokerage  account designated by the Company, and shall be subject to the tax withholding provisions of Section 7  and compliance with all applicable legal requirements as provided in Section 17(c) of the Plan, and shall  be in complete satisfaction and settlement of such vested Units.  The Company will pay any original issue  or transfer taxes with respect to the issue and transfer of Shares to you pursuant to this Agreement, and all  fees and expenses incurred by it in connection therewith.  If the Units that vest include a fractional Unit,  the Company shall round the number of vested Units down to the nearest whole Unit prior to issuance of  Shares as provided herein and shall pay cash to you equal in value to any fractional vested Unit.     7. Tax Consequences and Withholding.  No Shares will be delivered to you in settlement of  vested Units unless you have made arrangements acceptable to the Company for payment of any federal,  state, local or foreign withholding taxes that may be due as a result of the delivery of the Shares.  You  hereby authorize the Company (or any Affiliate) to withhold from payroll or other amounts payable to  you any sums required to satisfy any withholding tax obligations related to the grant, vesting, settlement  





 






    Page 6  or otherwise arising out of the Units, and you otherwise agree to satisfy such obligations in accordance  with the provisions of Section 14 of the Plan.  To the extent that any Shares are eligible for settlement at  the time of taxation, unless otherwise determined by the Committee, the Company will withhold a  number of Shares that would otherwise be issued to you in settlement of the Units and that have a fair  market value equal to the amount of such withholding tax obligations, unless you notify the Company  prior to the Vesting Date that you will provide for cash payment to the Company of such withholding tax  obligations and you actually make such cash payment to the Company.  8. Forfeiture of Award and Compensation Recovery.  (a) Forfeiture Conditions.  This Award is subject to forfeiture and automatic cancellation as  provided in the Employee Covenant Agreement. In addition, you may be required to repay the Company  any cash paid in settlement of the Award, and the net proceeds from the sale of any stock issued in  settlement of the Award, as also provided in the Employee Covenant Agreement.    (b) Compensation Recovery Policy. In addition to those provisions in Section 8(a), this  Award and any compensation associated therewith is subject to potential forfeiture or recovery in  accordance with any compensation recovery policy adopted by the Board or the Committee.  This  Agreement may be unilaterally amended by the Committee to comply with any such compensation  recovery policy.      (c) Remedies.  The parties expressly agree that the forfeiture and repayment obligations  contained in this Section 8 do not constitute the Company’s exclusive remedy for your violation of  Section 8.  The Company may seek any additional legal or equitable remedy, including injunctive relief,  for any such violation.    9. Notices.  Every notice or other communication relating to this Agreement shall be in writing and  shall be mailed to or delivered (including electronically) to the party for whom it is intended at such  address as may from time to time be designated by it in a notice mailed or delivered to the other party as  herein provided.  Unless and until some other address is so designated, all notices or communications by  you to the Company shall be mailed or delivered to the Company, to the attention of its VP, Global Total  Rewards, at its office at 2355 Waukegan Road, Bannockburn, IL 60015,  Equityadministration@stericycle.com, and all notices or communications by the Company to you may be  given to you personally or may be mailed or, if you are still a Service Provider, emailed to you at the  address indicated in the Company's records as your most recent mailing or email address.  10. Additional Provisions.  (a) No Right to Continued Service.  This Agreement does not give you a right to continued  Service with the Company or any Affiliate, and the Company or any such Affiliate may terminate your  Service at any time and otherwise deal with you without regard to the effect it may have upon you under this  Agreement.    (b) Governing Plan Document.  This Agreement and the Award are subject to all the provisions  of the Plan, and to all interpretations, rules and regulations which may, from time to time, be adopted and  promulgated by the Committee pursuant to the Plan.  If there is any conflict between the provisions of this  Agreement and the Plan, the provisions of the Plan will govern.  The Committee’s interpretation of the Plan  and this Agreement shall be final and binding.    (c) Governing Law.  This Agreement, the parties’ performance hereunder, and the  relationship between them shall be governed by, construed, and enforced in accordance with the laws of  





 






    Page 7  the State of Delaware, without giving effect to the choice of law principles thereof.    (d) Severability.  The provisions of this Agreement shall be severable and if any provision of  this Agreement is found by any court to be unenforceable, in whole or in part, the remainder of this  Agreement shall nevertheless be enforceable and binding on the parties.  You also agree that any trier of fact  may modify any invalid, overbroad or unenforceable provision of this Agreement so that such provision, as  modified, is valid and enforceable under applicable law.    (e) Binding Effect.  This Agreement will be binding in all respects on your heirs,  representatives, successors and assigns, and on the successors and assigns of the Company.    (f) Section 409A of the Code.  The award of Units as provided in this Agreement and any  issuance of Shares or payment pursuant to this Agreement are intended to be exempt from or compliance with  Section 409A of the Code and this Agreement and the Plan shall be administered and interpreted in  accordance with this intent.    (g) Electronic Delivery and Acceptance.  The Company may deliver any documents related to  this Performance Stock Unit Award by electronic means and request your acceptance of this Agreement  by electronic means.  You hereby consent to receive all applicable documentation by electronic delivery  and to participate in the Plan through an on-line (and/or voice activated) system established and  maintained by the Company or the Company’s third-party stock plan administrator.    By signing the cover page of this Agreement or otherwise accepting this Agreement in a manner  approved by the Company, you agree to all the terms and conditions described above and in the Plan  document.    





 






    Page 8  EXHIBIT A  The PSU goals for the 2021 grant which are associated with performance during the fiscal 2021  year are shown below.  Each metric is equally weighted at 50%.    Return on Invested Capital (ROIC) is defined as the Company’s Net Operating Profit After  Taxes over the average invested capital, less goodwill and intangible amortization. The ROIC for  such calculations is adjusted to exclude items (see below) that are approved at the time of grant  by the Compensation Committee.    GAAP Earnings Per Share (EPS) is defined as Net Income in accordance with U.S. Generally  Accepted Accounting Principles divided by the Weighted average diluted shares outstanding as  reported in the Company’s financial statements. The EPS calculation is adjusted to exclude items  (see below) that are approved at the time of grant by the Compensation Committee.      For 2021, the approved adjustments include items such as impairment(s) or accelerated  depreciation or amortization related to carrying value of goodwill, intangible assets, and/or long- lived assets and charges, gains/losses or expenses relating to acquisitions and dispositions, and  pre-approved system conversions and/or implementations. The full list of approved adjustments  for the year is available upon request to the VP of Total Rewards at  EquityAdministration@Stericycle.com.    2021 EPS Achievement Table    2021 ROIC Achievement Table  Target  Percent  Achievement*  Payout  Percent  for EPS    Target  Percent  Achievement*  Payout  Percent  for ROIC                                                                 Vesting    • Vesting (if earned) occurs at the end of the 3-year period.    • The achievement level for 2021 results is based on the achievement tables above (% of  target achieved for each metric will be rounded to the nearest tenth of a percent and the %  achieved within each point on the grid shall be interpolated on a linear basis).    • Once all 3 years’ results are available, they will be averaged for one 3-year number.  





 






    Page 9    • After the 3 years’ results are averaged, a relative TSR modifier will then be applied,  which compares the performance of Stericycle stock over the 3-year period to the  performance of the S & P MidCap 400 performance and modifies the 3-year EPS/ROIC  result by [     ]% - [     ]%.    • The full award will then be available for vesting on the 3rd anniversary of the grant date  (as long as the award recipient is still employed on that date or is eligible for vesting  under another provision described in the agreement, such as an eligible retirement event)  and the actual number of vested PSUs will be based on the calculations above.