Exhibit 10.15


 


SETTLEMENT
AGREEMENT


 


On the 11th day of November, 2005, the below parties met in
mediation in the matter of:


 


Robb et. al. v. Stericycle Inc. et. al.


 


and settled all matters in controversy. 
All parties acknowledge that: (1) they freely participated in the
mediation process; (2) they enter into this settlement agreement in good
faith; (3) they relied upon their own good judgment and independent legal
advice of their own counsel; and (4) that no coercion, duress or undue
influence was used by any party, attorney, or the mediator to obtain their
signature and consent to settle this matter on the following terms:


 


1.                                       Payment
of $32,500,000.00 USD paid by Stericycle to a trust fund set up by a court
approved claims administrator the interest in such fund to be used first to pay
Court approved administrative expenses and others approved by the Court.


 


2.                                       This
Settlement is subject to the approval of Stericycle’s Board which must be
approved or rejected by Tuesday, November 15, 2005, 10:00 p.m.  Mark Miller agrees to recommend this
settlement to his Board and push for approval. 
The Settlement is also subject to Court approval.  The parties will move for preliminary approval
and Stericycle will make full payment within 5 days of the Court’s preliminary
approval.


 


3.                                       Cause
#2003-46899 in Houston and Cause #467704-A pending in Louisiana will be
dismissed with prejudice upon final, non-appealable approval of the Louisiana
Court.


 


4.                                       Full
and complete mutual release for all parties and entities on attached exhibits A
and B.


 


5.                                       It
is the intent of the parties that via this settlement Stericycle will acquire
enough shares such that together with WSI it owns or controls such minimum
number of shares necessary to conduct a Delaware short form merger.


 


6.                                       All
of the shares of the members of the class shall either be cancelled, tendered
or otherwise acquired by Stericycle or WSI.


 


7.                                       The
terms of the settlement are confidential until the Board of Stericycle’s
approval.  None of the Plaintiffs or
their attorneys will issue a press release. 
Defendants will send their press release to Katherine Seaborn (fax – 214-999-3924
and 214-999-3796) at least one business day before it is released to the press.


 


8.                                       All
of the Plaintiffs and their counsel agree not to trade in 3CI or Stericycle
shares until 2 trading days after the settlement agreement is available in the
public domain.


 


9.                                       Defendant
will move that the record be sealed and Plaintiffs agree not to oppose it after
the time to object to the settlement has expired.


 





















 


10.                                 Board
members Koeningsberg and McManus will resign from 3CI effective upon the court’s
final, non-appealable order approving the settlement.  Defendants agree there will be no amendment of
the special committee’s authority prior to that time.


 


11.                                 Plaintiffs
will return all discovery from Stericycle or Johnson & Colmar to
Kirkland & Ellis.


 


12.                                 If
the settlement is not approved by the Court, the settlement proceeds shall be
returned to Stericycle less any Court approved administrative expenses.


 


13.                                 Larry
Robb, Steve Koenigsberg and Kevin McManus agree to a covenant not to sue
Stericycle for a period of five years from today.  Defendants agree to a covenant not to sue
Robb, Koeningsberg and McManus for 5 years.


 


14.                                 The
Counsel in this case agree that they have no plan or intent to sue any party in
this case on behalf of anyone.


 


15.                                 Defendants
agree they will not object to counsel Wynne’s application for attorney’s fees
or take any action to prevent the Company from paying reasonably incurred attorney’s
fees to counsel for 3CI, the Special Committee and/or the third party defendants.


 


16.                                 The
parties agree to mutually request an extension of the time to file a review of
the court’s order of October 25, 2005 until the earlier of the following
to occur:  Court’s approval of the
settlement or the latest non-extendable deadline under Louisiana law.


 


17.                                 Except
as otherwise required by law or regulation, the defendants and their law firms
have no present intention to investigate, cause to be investigated or fund any
investigation of insider trading of 3CI stock, including but not limited to the
Phelps Dunbar investigation.


 


18.                                 Defendants
agree to cause the indemnity protections currently provided by 3CI to 3CI’s
officers and directors to remain in full force and effect, notwithstanding the
anticipated merger or other business combination or liquidation of 3CI.


 


19.                                 The
parties agree that the agreement for joint prosecution shall be null and void
and no longer in force or effect, upon final approval of the settlement and
distribution of the settlement proceeds in accordance with the terms of the
settlement agreement.


 


This settlement agreement is intended to be a full and final settlement
agreement containing all material terms even though the parties may prepare a
more formal settlement document, release language and dismissal papers.


 


Defense counsel will prepare release and dismissal papers and send them
to opposing counsel by November 22, 2005.


 


2





















 


Signed this 11th day of November, 2005.


 


 


	
  /s/ Craig B. Florence

  	
   

  	
  /s/ Kevin J. McManus

  	
   

  
	
  Craig B. Florence

  	
   

  	
  Kevin J. McManus

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ David Dunn

  	
   

  	
  /s/ Larry F. Robb

  	
   

  
	
  David Dunn

  	
   

  	
  Larry F. Robb

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Katherine Seaborn

  	
   

  	
  /s/ Mark C. Miller

  	
   

  
	
  Katherine Seaborn

  	
   

  	
  Mark C. Miller

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Kenneth Wynne

  	
   

  	
  /s/ Frank J. M. ten Brink

  	
   

  
	
  Kenneth Wynne

  	
   

  	
  Frank J. M. ten Brink

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Jeffrey Willian

  	
   

  	
  /s/ Glenn L. Langley

  	
   

  
	
  Jeffrey Willian

  	
   

  	
  Glenn L. Langley

  	
   

  



 


3





















 


EXHIBIT A


 


Releases


 


Stericycle, Inc.


Frank ten Brink


Mark Miller


Johnson & Colmar


Kirland & Ellis


Cook, Yancey, King & Galloway


Hargrove, Smelley, Strickland & Langley


Jack Schuler


WSI


Tony Tomasello


Directors of Stericycle, Inc.


 


and their respective officers, directors, employees, agents, attorneys,
accountants, and representatives including but without limitation Gardere Wynne
Sewell, The Wynne Law Firm, Stradley Ronon, Onebane Firm, Edwin Byrd and Firm
and Lemle Kelleher LLP.


 





















 


EXHIBIT B


 


Larry Robb, Individually and as class representative


Steve Koenigsberg


Kevin McManus


3CI Complete Compliance Corporation


 


and their respective officers, directors, employees, agents, attorneys,
accountants, and representatives including, without limitation Gardere Wynne
Sewell, The Wynne Law Firm, Stradley Ronon, Onebane Firm, Edwin Byrd and Firm
and Lemle Kelleher LLP.