First Amendment to
Stericycle, Inc. 2005 Incentive Stock Plan
The Stericycle, Inc. 2005 Incentive Stock Plan (the “Plan”) is amended as follows pursuant to the authority of the Board of
Directors of Stericycle, Inc. under Paragraph 8.3 of the Plan:
Paragraph 4.5 of the Plan is amended to read as follows:
4 . 5 Individual Limit on Awards
The maximum number of shares of Common Stock for which Awards may be granted to any Eligible Person in a
calendar year shall not exceed 200,000 shares, taking into account all grants and awards under other stock option and
equity compensation plans of the Company (other than the Company’s bonus conversion program). This maximum
shall be subject to the capitalization adjustments under Paragraph 4.6.
This Amendment shall be effective as of February 11, 2009.
1. Amendment of Paragraph 4.5
2. Effective Date