Stericycle, Inc. (NASDAQ:SRCL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On December 23, 2016, the Board of Directors (the Board) of
Stericycle, Inc. (the Company), upon recommendation of the
Compensation Committee of the Board (the Compensation Committee),
adopted the Stericycle, Inc. Supplemental Retirement Plan (the
Plan), effective January 1, 2017. The Plan applies to directors,
management and highly compensated employees of the Company, or an
applicable Company subsidiary, who are determined by the
Compensation Committee to be eligible to participate therein
(each a Participant). The Plan is unfunded and designed to be a
nonqualified deferred compensation retirement plan in compliance
with Section 409A of the Internal Revenue Code of 1986, as
amended (the Code).

Under the Plan, an account will be created for each Participant.
The Company may credit a Participants account with a designated
portion of a Participants compensation for a specified year
elected by the Participant (the Elective Deferral Contributions)
and an amount declared by the Company for a specified year, as
determined in the Companys sole discretion from time to time (the
Company Discretionary Contributions). Earnings on the credited
amounts will be based on the performance of various investment
funds selected by the Participant that will include the same
investment options offered under the Stericycle, Inc. 401(k)
Plan.

The Plan permits Participants to elect to receive distributions,
which generally become payable only upon a termination of
employment with the Company, in either a lump sum or in up to
fifteen annual installments. The Participant will always be fully
vested in that portion of the Participants account attributable
to the Elective Deferral Contributions, and will be vested in the
Company Discretionary Contributions five years from the date the
first Employer Discretionary Contribution was credited to the
Participants account, provided the Participant remains an
employee or member of the Board, as applicable, as of the fifth
anniversary vesting date. The unvested portion of a Participants
account will generally be forfeited upon a termination of
employment. A Participants vested interests under the Plan will
be forfeited upon a termination of employment for Cause (as
defined in the Plan). A Participant will have a fully vested
interest in the Participants account upon a termination of
employment due to the Participants death or Total and Permanent
Disability (as defined in the Plan). In the event of a change in
control in the Company (which qualifies as a change in control
transaction for purposes of Section 409A of the Code), a
Participant that remains employed with the Company upon the
closing of the change in control transaction will become
immediately vested in his or her Plan benefits.

The above summary is qualified by reference to the text of the
Plan that is filed herewith as Exhibit 10.1 and incorporated
herein by reference.

About Stericycle, Inc. (NASDAQ:SRCL)

Stericycle, Inc. is a business-to-business services provider with a focus on regulated and compliance solutions for healthcare, retail and commercial businesses. The Company’s solutions include the collection and processing of specialized waste for disposal, the collection of personal and confidential information for secure destruction, and a range of training, consulting, recall/return, communication and compliance services. It operates regulated waste management networks in the United States and over 20 other countries. It operates through two geographical segments: United States and International. The networks include a total of approximately 250 processing facilities, over 360 transfer sites and over 140 other service facilities. Its regulated waste processing treatments or technologies are autoclaving and incineration. It offers services to a range of business customers, including hospitals, physician and dental practices, outpatient clinics and other businesses.

Stericycle, Inc. (NASDAQ:SRCL) Recent Trading Information

Stericycle, Inc. (NASDAQ:SRCL) closed its last trading session up +0.17 at 77.03 with 501,284 shares trading hands.