DRAFT - OFFICER
O/98/V2
CONTINGENT STOCK PURCHASE AGREEMENT
AGREEMENT dated as of between
SEALED AIR CORPORATION, a Delaware corporation (the
"Corporation"), and (the
"Employee").
The Employee is now an officer of the Corporation and has
been selected by the Organization and Compensation Committee
(the "Committee") of the Board of Directors of the Corporation as
one who is in a position to make a significant contribution to
the growth and success of the Corporation. Pursuant to the
Contingent Stock Plan of Sealed Air Corporation (the "Plan"), the
Corporation desires to provide an incentive to the Employee which
will permit him to share directly in the growth of the
Corporation and to further identify his interests with those of
the stockholders of the Corporation.
NOW, THEREFORE, the Corporation and the Employee mutually
agree as follows:
Section 1. Purchase and Sale of Stock
Subject to the terms and conditions hereinafter set forth,
the Corporation hereby sells to the Employee and the Employee
purchases from the Corporation * * shares of the $0.10 par
value Common Stock of the Corporation ("Common Stock") for a
purchase price of $1.00 per share (subject to adjustment pursuant
to Section 7 of the Plan) (the "Issue Price"), receipt of which
the Corporation hereby acknowledges. The Corporation will
deliver to the Employee a certificate representing such shares of
Common Stock within a reasonable time after execution of this
Agreement.
Section 2. Representation
The Corporation represents that all shares of Common Stock
issued pursuant to this Agreement will be duly authorized,
validly issued, fully-paid and nonassessable.
Section 3. Repurchase Option and Period of Restriction
During the period beginning with the date of this Agreement
and ending on the third anniversary of such date, and except as
provided below, the Common Stock issued pursuant to this
Agreement shall be subject to an option (the "Repurchase Option")
in favor of the Corporation to reacquire such Common Stock at a
price per share equal to the Issue Price. Neither the shares of
Common Stock issued pursuant to this Agreement nor any interest
therein shall be sold, transferred or encumbered until the
Repurchase Option may no longer become exercisable. The
Repurchase Option shall become exercisable only upon the
termination of employment of the Employee with the Corporation or
any of its subsidiaries other than as a result of the Employee's
death or permanent and total disability.
Section 4. Exercise of the Repurchase Option
The Repurchase Option shall be exercised in whole or in part
by the Corporation, if at all, by its sending written notice of
such exercise to the Employee at the address specified in or
pursuant to Section 10 within 90 days after the Employee's
termination of employment. Such notice, which shall be sent by
registered mail, postage prepaid, shall also set forth the
address to which and the date on which the certificates
representing the Common Stock in respect of which the Repurchase
Option is being exercised, duly endorsed for transfer, should be
sent. The date specified shall not be less than ten days nor
more than thirty days from the date of such notice. The Employee
or his successor in interest with respect to such shares shall
have no further rights as a stockholder from and after the date
so specified in such notice and agrees that the Common Stock
represented by such certificate shall be deemed canceled and
returned to the treasury of the Corporation and that the Employee
will have no further incidents of ownership, including the right
to receive dividends or other distributions. If the certificates
are duly delivered in accordance with the written notice, the
Corporation shall promptly send to the Employee its check in the
amount of the Issue Price for such shares. The Corporation shall
affix to the certificates any required stock transfer stamps. If
the certificates are not so delivered, the Corporation shall
deposit the required amount of payment in an escrow account in
the name of the Employee to be held therein until such
certificates are delivered to the Corporation and the Corporation
shall immediately advise its transfer agent of such action. In
addition, if the certificates are not so delivered, the Employee
shall repay to the Corporation any dividends or other
distributions which may have become payable of record on or after
the date on which the Employee was required to deliver the
certificates to the Corporation and agrees to reimburse the
Corporation all of its expenses (including attorneys' fees)
incurred in connection with any steps the Corporation may take to
cancel the certificates or to obtain the repayment of such
dividends or other distributions, or both.
Section 5. Legend on Stock Certificates
Every certificate of Common Stock issued pursuant to this
Agreement shall, so long as the restrictions described in Section
3 remain in effect, bear a legend in substantially the following
form:
This certificate and the shares represented hereby are
held subject to the terms of the Contingent Stock Plan of
Sealed Air Corporation which Plan provides that the shares
issued pursuant thereto are subject to an option in favor of
Sealed Air Corporation to reacquire such shares at a price
which may be significantly lower than their fair market
value and that neither such shares nor any interest therein
may be sold, transferred or encumbered until the expiration
of such option. If such option is exercised, the holder of
the shares represented by this certificate will have no
further rights with respect to such shares and this
certificate will be deemed void. A copy of the Contingent
Stock Plan is available for inspection at the executive
offices of Sealed Air Corporation.
and shall have in effect a stop-transfer order with respect
thereto. Upon expiration of the Repurchase Option, an Employee
may surrender to the Corporation the certificate or certificates
representing such shares in exchange for a new certificate or
certificates, free of the above legend.
Section 6. Government and Other Regulations
and Restrictions
The obligations of the Corporation to issue Common Stock
upon execution of this Agreement shall be subject to all
applicable laws, rules and regulations and to such approvals by
governmental agencies as may be required. The Employee consents
to the imprinting of the following legend on any certificate or
certificates evidencing such shares and to the entry of a stop-
transfer order with respect thereto in the records of the
Corporation's transfer agent:
The shares represented by this certificate may be sold,
transferred or otherwise disposed of only if registered
under the Securities Act of 1933, as amended, or if in the
opinion of counsel to Sealed Air Corporation, an exemption
from registration is available.
Section 7. Registration of Shares
The Corporation shall be under no obligation to register any
shares of Common Stock under the Securities Act of 1933.
Section 8. No Rights in Common Stock
The Employee shall not have any interest in or be entitled
to any voting rights or dividends or other rights or privileges
of stockholders of the Corporation with respect to any shares of
Common Stock issued pursuant to this Agreement until the shares
of Common Stock are actually issued to the Employee and then only
from the date the Employee becomes the record owner thereof.
Section 9. Injunctive Relief
In addition to any other rights or remedies available to the
Corporation as a result of the breach of the Employee's
obligations hereunder, the Corporation shall be entitled to
enforcement of such obligations by an injunction or a decree of
specific performance from a court with appropriate jurisdiction
and, in the event that the Corporation is successful in any suit
or proceeding brought or instituted by the Corporation to enforce
any of the provisions of this Agreement or on account of any
damages sustained by the Corporation by reason of the violation
by the Employee of any of the terms and conditions of this
Agreement to be performed by the Employee, the Employee agrees to
pay to the Corporation all costs and expenses including
attorneys' fees reasonably incurred by the Corporation.
Section 10. Notices
Any notice which either party hereto may be required or
permitted to give to the other shall be in writing and, except as
otherwise required herein, may be delivered personally or by mail
to the Corporation at Park 80 East, Saddle Brook, New Jersey
07663, attention of the Secretary of the Corporation, or to the
Employee at the address set forth below or at such other address
as either party may designate by notice to the other.
Section 11. Subsidiaries
The subsidiaries of the Corporation referred to in this
Agreement are those corporations, joint ventures or other
entities in which the Corporation owns, directly or indirectly,
in the aggregate at least 50 percent of the voting power of the
classes of stock of such entity entitled to vote and those
partnerships, joint ventures and other entities in which the
Corporation owns, directly or indirectly, a 50% or more interest
in the capital account or earnings.
Section 12. Adjustments
In the event of changes in the Common Stock of the
Corporation after the date of this Agreement by reason of any
stock dividend, split-up, combination of shares,
reclassification, recapitalization, merger, consolidation,
reorganization, or liquidation: (a) the Repurchase Option and
the restrictions described in Section 3 and the requirement of a
legend on stock certificates as described in Sections 5 and 6
shall apply to any securities issued in connection with any such
change in respect of Common Stock issued pursuant to this
Agreement, and (b) appropriate adjustments shall be made by the
Committee as to (i) the number of shares to be delivered and the
price per share to be paid by the Corporation upon the exercise,
in whole or in part, of the Repurchase Option, (ii) the number of
shares to be delivered and the Issue Price where such change
occurs after the date of this Agreement but before the date the
stock covered by this Agreement is delivered, and (iii) the
number and class of shares available under the Plan in the
aggregate.
Section 13. Successors
The provisions of this Agreement shall be binding upon and
inure to the benefit of all successors of the Employee,
including, without limitation, his estate and the executors,
administrators or trustees thereof, his heirs and legatees and
any receiver, trustee in bankruptcy or representative of his
creditors.
Section 14. Corporation's Right to Terminate Employment
Nothing contained in this Agreement shall confer upon the
Employee a right to continue in the employ of the Corporation or
any of its subsidiaries or interfere in any way with the right of
the Corporation or any of its subsidiaries to terminate the
employment of the Employee at any time, with or without cause.
Section 15. Payment of Withholding Tax
If, in the opinion of counsel for the Corporation, any
federal, state or local taxes or any other charges may now or
later be required by law to be withheld by the Corporation or one
of its subsidiaries from the wages or salary of the Employee by
reason of this Agreement or otherwise with respect to the Common
Stock governed hereby, the Employee agrees to pay to the
Corporation or such subsidiary, as the case may be, on five days
written demand from the Corporation or such subsidiary an amount
equal to such withholding tax or charge.
Section 16. Action by Corporation
Neither the existence of this Agreement nor the issuance of
Common Stock pursuant hereto shall impair the right of the
Corporation or its stockholders to make or effect any of the
adjustments, recapitalizations or other changes in the Common
Stock referred to in Section 12, any change in the Corporation's
business, any issuance of debt obligations or stock by the
Corporation or any grant of options with respect to stock of the
Corporation.
Section 17. Interpretation
The Employee agrees that all questions of interpretation and
administration of this Agreement shall be determined by the
Committee in its sole discretion and such determination shall be
final, binding and conclusive upon him. If the Committee is not
acting, its functions shall be performed by the Board of
Directors of the Corporation, and each reference
in this Agreement to the Committee shall, in that event, be
deemed to refer to the Board of Directors.
Section 18. Applicable Law
This Agreement shall be governed and construed in accordance
with the laws of the State of Delaware.
Section 19. Terms and Conditions of Contingent Stock Plan of
Sealed Air Corporation
The authority of the Corporation to enter into this
Agreement and the issuance of shares of Common Stock pursuant
hereto is derived exclusively from the Plan and from a resolution
of the Committee granting the Employee the right to purchase
shares of Common Stock pursuant to the Plan (the "Resolution").
In the event that any terms or conditions of this Agreement are
in conflict with any terms or conditions of the Plan or of the
Resolution, the terms and conditions of the Plan or Resolution
shall control.
IN WITNESS WHEREOF, the Corporation has caused this
Agreement to be duly executed under its corporate seal and the
Employee has hereunto set his hand and seal, all as of the day
and year first above written.
SEALED AIR CORPORATION
By_______________________
[Corporate Seal] Chief Financial Officer
Attest:
_______________________
Secretary
______________________ [L.S.]
Employee
Address of Employee:
______________________
______________________