MATERIAL TERMS OF
EMPLOYEE'S EMPLOYMENT (E.G. JOB DUTIES, EXISTING REMUNERATION AND BENEFITS,
PLACE OF WORK) AND SUCH CHANGE HAS MADE EMPLOYEE'S JOB SUBSTANTIALLY MORE
ONEROUS FOR EMPLOYEE, THEN, EMPLOYEE SHALL BE ENTITLED TO, AND EMPLOYER SHALL
PAY, THE BONUS AT THE TIME AND ON THE TERMS OTHERWISE SPECIFIED IN THIS
AGREEMENT.
AS USED IN THIS AGREEMENT, "CAUSE" SHALL MEAN (I) EMPLOYEE'S GROSS
NEGLIGENCE IN THE PERFORMANCE OF HIS DUTIES AS AN EMPLOYEE OF THE COMPANY, OR
THE INTENTIONAL NONPERFORMANCE OR INTENTIONAL MIS-PERFORMANCE OF SUCH DUTIES;
(II) EMPLOYEE'S FAILURE TO ABIDE BY OR COMPLY WITH THE COMPANY'S WRITTEN
POLICIES AND PROCEDURES AS OF THE DATE OF THIS AGREEMENT; (III) EMPLOYEE'S
DISHONESTY, FRAUD OR WILLFUL MISCONDUCT WITH RESPECT TO THE BUSINESS OR AFFAIRS
OF THE COMPANY; (IV) EMPLOYEE'S CONVICTION OF A FELONY OR OTHER CRIME INVOLVING
MORAL TURPITUDE; OR (V) EMPLOYEE'S ABUSE OF ALCOHOL OR DRUGS (LEGAL OR ILLEGAL)
THAT, IN THE SPECIAL COMMITTEE'S SOLE JUDGMENT, IMPAIRS THE EMPLOYEE'S ABILITY
TO PERFORM HIS OR HER DUTIES AS AN EMPLOYEE OF THE COMPANY.
EMPLOYER REPRESENTS
TO EMPLOYEE THAT AS OF THE DATE OF THIS AGREEMENT EMPLOYER IS NOT AWARE OF ANY
BASIS FOR EMPLOYER TO TERMINATE EMPLOYEE'S EMPLOYMENT FOR CAUSE.
3.
RELEASES.
A.
GENERAL RELEASE BY EMPLOYEE.
EFFECTIVE
AT THE EFFECTIVE TIME OF SETTLEMENT, EMPLOYEE, FOR HIMSELF/HERSELF AND ON BEHALF
OF HIS/HER ATTORNEYS, HEIRS, ASSIGNS, EXECUTORS, REPRESENTATIVES AND
ADMINISTRATORS, HEREBY IRREVOCABLY AND UNCONDITIONALLY RELEASES AND FOREVER
DISCHARGES EMPLOYER AND EACH OF ITS CURRENT AND FORMER PARENT, SUBSIDIARY,
AFFILIATED, AND RELATED CORPORATIONS, FIRMS, ASSOCIATIONS, PARTNERSHIPS, AND
ENTITIES (AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS), AND THE CURRENT AND
FORMER OWNERS, PARTNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS,
ATTORNEYS, REPRESENTATIVES AND INSURERS OF SAID CORPORATIONS, FIRMS,
ASSOCIATIONS, PARTNERSHIPS, AND ENTITIES (HEREINAFTER COLLECTIVELY REFERRED TO
AS THE "RELEASEES") FROM ALL CLAIMS, COMPLAINTS, GRIEVANCES, LIABILITIES,
OBLIGATIONS, PROMISES, AGREEMENTS, DAMAGES, CAUSES OF ACTION, RIGHTS, DEBTS,
WAGES, COMMISSIONS, DEMANDS, CONTROVERSIES, COSTS, LOSSES, AND EXPENSES
(INCLUDING ATTORNEYS' FEES AND EXPENSES) WHATSOEVER (THE " EMPLOYEE CLAIMS")
UNDER ANY MUNICIPAL, LOCAL, STATE, OR FEDERAL LAW, COMMON OR STATUTORY, WHETHER
ARISING IN CONTRACT OR TORT, FOR ANY ACTIONS OR OMISSIONS WHATSOEVER, WHETHER
KNOWN OR UNKNOWN, THAT EXIST OR MAY EXIST PRIOR TO, OR CONTEMPORANEOUSLY WITH,
THE EFFECTIVE TIME OF SETTLEMENT.
NOTWITHSTANDING ANYTHING CONTAINED IN THIS
AGREEMENT TO THE CONTRARY, EMPLOYEE DOES NOT RELEASE PURSUANT TO THIS AGREEMENT
ANY EMPLOYEE CLAIMS UNDER OR AGAINST (I) EMPLOYER REGARDING OR UNDER EMPLOYER'S
401K PLAN, EMPLOYER'S DENTAL, HEALTH, EMPLOYEE BENEFIT AND WELFARE PLANS OR
POLICIES, THIS AGREEMENT, HOURLY OR SALARIED COMPENSATION, BONUSES, OVERTIME,
VACATION OR SICK PAY, AND INDEMNITY; AND (II) STERICYCLE, INC. AND WASTE
SYSTEMS, INC. AND THEIR RESPECTIVE SUBSIDIARIES AND AFFILIATES (EXCLUDING
EMPLOYER), SUCCESSORS, ASSIGNS, DIRECTORS, OFFICERS, AGENTS, ATTORNEYS,
REPRESENTATIVES AND INSURERS, AND JACK W. SCHULER, MARK C. MILLER, FRANK J. M.
TEN BRINK, AND ANTHONY J. TOMASELLO, AND THEIR RESPECTIVE AFFILIATES (EXCLUDING
EMPLOYER), HEIRS, ASSIGNS, REPRESENTATIVES, AGENTS, ATTORNEYS AND INSURERS.
2
B.
GENERAL RELEASE BY EMPLOYER.
EFFECTIVE
AT THE EFFECTIVE TIME OF SETTLEMENT, EMPLOYER HEREBY IRREVOCABLY AND
UNCONDITIONALLY RELEASES AND FOREVER DISCHARGES EMPLOYEE FROM ALL