1997 STOCK OPTION PLAN
The purpose of this Plan is to permit the Company to grant stock options to selected officers, directors and
employees of the Company and its Subsidiaries, and to selected consultants to the Company, in order to reward
them for their efforts on the Company's behalf and to provide an additional incentive to contribute to the
Company's attainment of its performance objectives.
BOARD means the Company's Board of Directors.
COMMON STOCK means the Company's Common Stock, par value $.01 per share.
CLOSING PRICE means the last reported sales price of a share of Common Stock on the Nasdaq National
COMPANY means Stericycle, Inc., a Delaware corporation.
DIRECTOR means a director of the Company.
ELIGIBLE PERSON means a person or entity eligible under Article 6 to be granted an Option.
EMPLOYEE means a full-time employee of the Company or any Subsidiary.
EXPIRATION DATE means (i) in the case of an Option which is or may become exercisable in full at one time,
the last day on which the Option may be exercised, and (ii) in the case of an Installment, the last day on which the
Installment may be exercised.
GRANT DATE means the date on which an Option is granted.
ISO is defined in Article 4.
INSTALLMENT means an installment of an Option which is or may become exercisable in installments.
NON-EMPLOYEE DIRECTOR means a Director who (i) is not currently an Officer or Employee, (ii) does not
receive direct or indirect compensation from the Company or any Subsidiary for services rendered as a
consultant, or in any capacity other than as a Director, in an amount for which disclosure would be required under
Item 404(a) of Regulation S-K of the Securities and Exchange Commission ("Item 404(a)"), (iii) does not
possess an interest in any other transaction for which disclosure would be required under Item 404(a) and (iv) is
not engaged in a business relationship for which disclosure would be required under It