EXHIBIT 10.1


 


EMPLOYMENT AGREEMENT


 


This
Employment Agreement (“Agreement”) by and between Sealed Air Corporation (US) (“SAC”)
with an office at 200 Riverfront Boulevard, Elmwood Park, NJ 07407 and Robert
A. Pesci (“Pesci”).


 


WHEREAS,
Pesci resigned his positions as a Senior Vice President of Sealed Air
Corporation, SAC’s parent company, and as President of SAC’s Protective
Packaging Business Unit in 2009 but has continued as an employee of SAC since
then;


 


WHEREAS,
SAC desires Pesci to continue his employment through December 31, 2010,
and Pesci desires to continue his employment during the same period;


 


NOW,
THEREFORE, in consideration of the premises and of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:


 


1.               The parties understand and
agree that this Agreement is contingent on the approval of the Organization and
Compensation Committee of the Board of Directors of Sealed Air Corporation, SAC’s
parent company, (“Sealed Air”) and upon such approval the Agreement shall be
effective upon such approval and will continue through December 31,
2010.  This Agreement may be extended by
mutual agreement for an additional period of not more than six months at a
reduced compensation level.


 


2.               SAC agrees to employ Pesci
and Pesci accepts employment by SAC on the terms and conditions of this
Agreement.  During the term of this
Agreement, Pesci will provide such services as may be assigned by the President
of SAC or his designee, which may include serving as the President and a Manager
of SAC affiliate Biosphere Industries LLC, subject to Pesci’s performance of
his duties and services in a manner acceptable to the President of SAC as
determined in the President’s sole discretion.


 


3.               During the term of this
Agreement Pesci shall continue to be entitled to receive the same salary as he
was receiving at the end of 2009.  He
will also be entitled to participate in the employee benefits programs that he
participated in at the end of 2009 on the terms that are offered to employees
of SAC generally, with the exception of the programs that are specifically
addressed in this Employment Agreement. 
Without limiting the foregoing, Pesci shall be entitled to receive a
2009 bonus under the terms of the Annual Incentive Plan, including the Stock Leverage
Opportunity provision in accordance with his election made for the 2009
performance year.  Pesci shall be
eligible to receive a bonus for his performance during 2010 that will not be
provided under the Sealed Air Corporation Annual Incentive Plan.  The bonus target, performance metrics and
goals applicable to Pesci’s 2010 bonus shall be mutually agreed by Pesci and
the President of SAC.


 


4.               In consideration for SAC’s
agreement to continue to employ Pesci through the term of this Agreement, Pesci
agrees that he will be considered to have retired on December 31, 2009 for
the purposes of determining the pro rata portions of Pesci’s Sealed Air
Corporation Performance Share Units Award Grant 2009-2010 and Sealed Air
Corporation Performance Share Units Award Grant 2009-2011 that Pesci will
receive following the end of the respective Performance Periods under each of
those Award Grants.


 


5.               Pesci shall
continue to have use of his Company car during the term of this Agreement.


 


6.               Pesci agrees
that, in consideration for SAC’s agreement to employ Pesci through the term of
this Agreement, while employed, and during and for two years following
termination of the his employment with SAC and its affiliates, including
Biosphere Industries LLC (collectively “the Company”), he shall not, without
the written consent of the President of SAC or the President of Sealed Air, (i) either
directly or indirectly compete with or in any way engage his talents for the
benefit of a competitor of the Company in any capacity related directly or
indirectly to any aspect of his past, present or future employment with the
Company or (ii) act as an officer, director, employee, consultant, partner
or stockholder owning more than five percent of a corporation, business or
enterprise that is in the business of designing, developing, manufacturing,
selling, servicing or promoting a product that competes with any of the
products manufactured, sold or under development by the Company during Pesci’s
employment by the Company.  Pesci
acknowledges and represents that his background and experience adequately
qualify him to engage in other profitable lines of endeavor and that he will
not be subject to undue hardship by reason of this non-competition
commitment.  The Company, at its sole
discretion, may elect to release Pesci from his obligations under this
Paragraph 6 after termination 


 

















 


of
employment by the Company, which election shall be provided in writing signed
by the President of SAC or the President of Sealed Air no later than 60 days
after the termination of Pesci’s employment with the Company.


 


7.               This Agreement shall be
governed and conformed in accordance with the laws of the State of New Jersey
without regard to that State’s conflict of laws provision.


 


	
  /s/
  Robert A. Pesci

  	
   

  	
  2/13/10

  
	
  Robert
  A. Pesci

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
  For
  Sealed Air Corporation (US)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  William V. Hickey

  	
   

  	
  2/18/10

  
	
  William
  V. Hickey

  	
   

  	
  Date

  
	
  President