X0306 4 2017-02-16 0 0000861878 STERICYCLE INC SRCL 0001605708 Arnold Brent 28161 N. KEITH DRIVE LAKE FOREST IL 60045 0 1 0 0 EVP & Chief Operating Officer Non-Qualified Stock Option (right to buy) 83.35 2017-02-16 4 A 0 24993 83.35 A 2025-02-16 Common Stock 24993 24993 D Performance-based Restricted Stock Units 0.0 2017-02-16 4 A 0 4998 0.0 A Common Stock 4998 4998 D Restricted Stock Units 0.0 2017-02-16 4 A 0 4998 0.0 A Common Stock 4998 4998 D The option vests in 20% annual installments on each of the first five anniversaries of the grant date. Each restricted stock unit (RSU) represents the right to receive, at settlement, one share of common stock. The vesting of these performance-based restricted stock units ("PRSU") is dependent upon the achievement by Stericycle, Inc. of certain financial performance criteria. The target number of units is presented in the table. Subject to continued employment through the applicable vesting date and to accelerated vesting in certain circumstances, one-third (1/3) of the target number of PRSUs is scheduled to vest annually on each anniversary of the grant date following each of the 2017, 2018 and 2019 annual performance periods. Each year, the number of units that actually vest will be 0% to 100% of the scheduled amount, depending on the extent to which Stericycle, Inc. meets certain financial performance goals. The RSUs vest in 20% annual installments on each of the first five anniversaries of the grant date. All unvested RSUs are subject to continued employment through the applicable vesting date. /s/ Joseph Arnold 2017-02-21