X0306 4 2019-05-02 0 0000861878 STERICYCLE INC SRCL 0001754743 Miller Cindy J 28161 N. KEITH DRIVE LAKE FOREST IL 60045 0 1 0 0 Chief Executive Officer Non-Qualified Stock Option (right to buy) 57.25 2019-05-02 4 A 0 14059 0.0 A 2027-05-02 Common Stock 14059 14059 D Performance-based Restricted Stock Units 0.0 2019-05-02 4 A 0 4075 0.0 A Common Stock 4075 31858 D Restricted Stock Units 0.0 2019-05-02 4 A 0 4075 0.0 A Common Stock 4075 27239 D The option vests in 3 annual installments on each of the first three 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. 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 2019, 2020 and 2021 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 3 annual installments on each of the first three anniversaries of the grant date. All unvested RSUs are subject to continued employment through the applicable vesting date. /s/ Cindy J. Miller 2019-05-03