Exhibit 10.20


 


2005 CONTINGENT STOCK PLAN


 


OF


 


SEALED AIR CORPORATION


 


As Amended February 19, 2009


 


Section 1.  Purpose.  The purpose of the 2005 Contingent Stock Plan
of Sealed Air Corporation is to assist the Corporation and its Subsidiaries in
attracting and retaining employees and U.S.-based consultants of outstanding
competence by providing an incentive that permits those employees and
consultants responsible for the Corporation’s growth to share directly in that
growth, to motivate those employees and consultants by means of appropriate
incentives to achieve the Corporation’s long-range goals, and to further the
identity of their interests with those of the stockholders of the Corporation.


 


Section 2.  Definitions.  Capitalized terms used in this Plan have the
meanings specified in this Section 2:


 


“Award” means a grant to a Participant of
Restricted Stock, Restricted Stock Units, Performance Share Units or a Cash
Award, or any combination thereof.


 


“Award Grant” means the written agreement
confirming an Award and setting forth the terms and conditions thereof.  Award Grants need not be identical and shall
not contain provisions inconsistent with provisions of the Plan.


 


“Board of Directors” means the Board of
Directors of the Corporation.


 


“Cash Award” means an Award, subject to a
Period of Restriction, that is granted to a participant under the Plan and
provides for the right to receive cash as provided in the Award Grant, where
the amount of such cash is measured by the Fair Market Value on the date that
the Period of Restriction ends times the number of shares of Common Stock
covered by the Cash Award.


 


“Cause” means any of the following as determined by the Committee: (i) an
act of gross negligence or willful misconduct significantly injurious to the
Corporation or any Subsidiary, (ii) gross dereliction of duties after
notice to the Participant and failure to correct the deficiencies within a
thirty (30) day period thereafter, or (iii) fraud in the Participant’s
capacity as an employee or consultant.


 


“Change in Control” means, and shall be deemed to have occurred upon,
any of the following events:


 


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(1)  Any Person becomes the beneficial
owner (within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of 30% or more of the combined voting power of the Outstanding Voting
Securities; provided, however, that, for purposes of this definition, the
following acquisitions shall not constitute a Change in Control:  (i) any acquisition directly from the
Corporation, (ii) any acquisition by the Corporation, (iii) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Corporation or any Subsidiary, or (iv) any acquisition
pursuant to a Corporate Transaction that complies with subsections (3)(A), (3)(B) and
(3)(C) of this definition;


 


(2)  Continuing Directors cease for any
reason to constitute at least a majority of the Board of Directors;


 


(3)  Consummation of a Corporate
Transaction unless, following such Corporate Transaction, (A) all or
substantially all of the individuals and entities that were the beneficial
owners of the Outstanding Voting Securities immediately prior to such Corporate
Transaction beneficially own, directly or indirectly, more than 50% of the then-outstanding
combined voting power of the then-outstanding voting securities entitled to
vote generally in the election of directors (or, for a non-corporate entity,
equivalent governing body) of the entity resulting from such Corporate
Transaction (including, without limitation, an entity that, as a result of such
transaction, owns the Corporation or all or substantially all of the
Corporation’s assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership of the Outstanding Voting
Securities immediately prior to such Corporate Transaction, (B) no Person
(excluding any corporation resulting from such Corporate Transaction or any
employee benefit plan (or related trust) of the Corporation or such corporation
resulting from such Corporate Transaction) beneficially owns, directly or
indirectly, 30% or more of the combined voting power of the then-outstanding
voting securities of such entity, except to the extent that such ownership
existed prior to the Corporate Transaction, and (C) at least a majority of
the members of the board of directors (or, for a non-corporate entity,
equivalent governing body) of the entity resulting from such Corporate
Transaction were Continuing Directors at the time of the execution of the
initial agreement or of the action of the Board of Directors providing for such
Corporate Transaction; or


 


(4)  The stockholders of the Corporation
give approval of a complete liquidation or dissolution of the Corporation.


 


Either the Committee or the Board of
Directors, upon recommendation of the Committee, may terminate, amend, or
modify this definition or determine that it does not apply to a specific
transaction that would otherwise be a Change in 


 


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Control at any time prior to the date of a
Change in Control.  The provisions and
application of this definition may not be terminated, amended or modified and
the Committee may not waive its application to a specific transaction, however,
on or after the date of a Change in Control to affect adversely any Award
theretofore granted under the Plan without the written consent of each
Participant with respect to such Awards made to such Participant.


 


“Code” means the Internal Revenue Code of
1986, as amended.


 


“Committee” means the Organization and
Compensation Committee of the Board of Directors described in Section 4 or
any committee or other person or persons designated by the Board of Directors
to administer the Plan.


 


“Common Stock” means the Corporation’s
authorized Common Stock, par value $0.10 per share, except as this definition
may be modified as provided in Section 13.


 


“Consultant” means an individual who is a
consultant to the Corporation or a Subsidiary and who resides in the United
States of America.


 


“Continuing Director” means a director of the Corporation who is
serving as such on the Effective Date and any person who is approved as a
nominee or elected to the Board of Directors by a majority of the Continuing
Directors who are then members of the Board of Directors of the Corporation,
but excluding, for this purpose, any such person whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consent by or on behalf of a Person other than the
Board of Directors.


 


“Corporate Transaction” means a reorganization, merger, statutory share
exchange, consolidation, sale of all or substantially all of the Corporation’s
assets, or the acquisition of assets or stock of another entity by the
Corporation, or other corporate transaction involving the Corporation or any of
its Subsidiaries.


 


“Corporation” means Sealed Air Corporation, a
Delaware corporation, or any successor thereto.


 


“Date of Termination” means the first day
occurring on or after the date of grant of an Award on which the Participant is
not performing services as an Employee or Consultant, regardless of the reason
for the cessation of services; provided that a cessation of services shall not
be deemed to occur by reason of a transfer of a Participant between the
Corporation and a Subsidiary or between two Subsidiaries; and further provided
that a Participant’s services shall not be considered terminated while the
Participant is on an approved leave of absence from the Corporation or a
Subsidiary.


 


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“Director” means any member of the Board of
Directors who is not an Employee.


 


“Disability” shall mean permanent and total disability as determined in
each case by the Committee in its discretion, which determination shall be
final.  Notwithstanding the foregoing,
for any Awards that constitute nonqualified deferred compensation within the
meaning of Section 409A(d) of the Code and provide for an accelerated
payment in connection with any Disability, Disability shall have the same
meaning as set forth in any regulations, revenue procedure, revenue rulings or
other pronouncements issued by the Secretary of the United States Treasury
pursuant to Section 409A of the Code, applicable to such arrangements.


 


“Effective Date” shall have the meaning set
forth in Section 23.


 


“Employee”
means any employee of the Corporation or a Subsidiary who is receiving remuneration
for personal services rendered to the Corporation or Subsidiary, including any
such person who is an officer of the Corporation or Subsidiary, other than (1) solely
as a director of the Corporation or a Subsidiary, (2) as a consultant, (3) as
an independent contractor, (4) as an individual who is a “leased employee”
within the meaning of Code section 414(n), or (5) any other individual
engaged by the Corporation or Subsidiary in a relationship that the Corporation
in its sole discretion characterizes as other than an employment relationship
or who has waived his rights to coverage as an employee.


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended.


 


“Fair Market Value” as of any specified date
means the closing sale price of the Common Stock on the New York Stock Exchange
— Composite Tape on such date or, if there are no sales on such date, on the
next preceding day on which there are sales. 
If the Common Stock ceases to be listed on the NYSE, Fair Market Value
shall be determined in such manner as shall be selected by the Committee.


 


“Good Reason” means a termination of employment by a Participant who is
an employee of the Corporation or any Subsidiary in connection with any of the
following: (i) a material diminution in the Participant’s annual cash
compensation opportunity (comprised of base salary and target annual bonus
opportunity), (ii) a material diminution in the Participant’s authorities,
duties or responsibilities or (iii) a material change in the geographic
location at which the Participant is required to perform services (other than a
change in location as the result of the completion of a temporary assignment at
another location); provided, however, that (A) the Participant provides
notice to the Corporation of the existence of such condition within ninety (90)
days after the existence of such condition first 


 


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arose, (B) the Corporation fails to correct such condition within
thirty (30) days after such notice and (C) the Participant terminates
employment within one year after such condition first arose.


 


“NYSE” means the New York Stock Exchange.


 


“Outstanding Voting Securities” means the outstanding voting securities
of the Corporation entitled to vote generally in the election of directors.


 


 “Participant”
means an Employee or Consultant selected by the Committee to receive an Award.


 


“Performance-Based Exception” means the
performance-based exception set forth in Code section 162(m)(4)(C) from
the deductibility limitations of Code section 162(m).


 


“Performance Goal” means a target based on Performance Measures that is
established by the Committee in connection with an Award of Performance Share
Units; Performance Goals may be established on a corporate-wide basis or with
respect to one or more business units, divisions, or Subsidiaries, and may be
in either absolute terms or relative to the performance of one or more
comparable companies or an index covering multiple companies.


 


“Performance
Measures” means criteria established by the Committee relating to any of the
following:  growth in net sales; gross
profit; operating profit; net earnings; measures of cash flow; measures of
expense control; improvement in management of working capital items (inventory,
accounts receivable or accounts payable); earnings before interest and taxes
(commonly called EBIT); earnings before interest, taxes, depreciation and
amortization (commonly called EBITDA); earnings per share; sales from
newly-introduced products; successful completion of strategic acquisitions,
joint ventures or other transactions; measures of product quality, safety,
productivity, yield, customer satisfaction or reliability (on time and complete
orders);  measures of return on assets,
return on invested capital or return on equity; shareholder value added (net
operating profit after tax (NOPAT), excluding non-recurring items, less the
Corporation’s cost of capital); the ratio of net sales to net working capital;
share price; or any combination of the foregoing goals.  Performance Measures may be applied by
excluding the impact of charges, credits and related costs for restructurings,
discontinued operations, extraordinary items, debt redemption or retirement,
and the cumulative effects of accounting changes, each as defined by U.S.
generally accepted accounting principles, and other unusual or non-recurring
items as defined by the Committee when the goals are established.


 


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“Performance Share Units” means an Award,
subject to a Period of Restriction and achievement of Performance Goals, that
is granted to a Participant under the Plan and provides for the right to
receive a number of shares of Common Stock for each Performance Share Unit as
specified in the Award Grant.  Performance
Share Units may be granted to Employees who are executive officers or key
employees of the Corporation and its Subsidiaries.


 


“Period of Restriction” means the period during which the transfer of
shares of Restricted Stock or any other Award made under the Plan is limited
based on the passage of time and during which the Restricted Stock or any other
Award made under the Plan may remain subject to a substantial risk of
forfeiture, as provided in Section 7. 
Performance Share Units also remain subject to a substantial risk of
forfeiture until the performance period has ended and the Committee has
certified that the applicable Performance Goals have been achieved.


 


“Person” means an individual, entity or group within the meaning of Section 13(d)(3) or
14(d) (2) of the Exchange Act.


 


“Plan” means this 2005 Contingent Stock Plan
of Sealed Air Corporation.


 


“Restricted Stock” means an Award of shares
of Common Stock, subject to a Period of Restriction, that is granted to a
Participant under the Plan.  Unless and
until any forfeiture of Restricted Stock, the Participant shall be entitled to
receive cash dividends on such shares and shall be entitled to vote such
shares.


 


“Restricted Stock Unit” means an Award,
subject to a Period of Restriction, that is granted to a Participant under the
Plan and provides for the right to receive one share of Common Stock for each
Restricted Stock Unit, as specified in the Award Grant.  The Committee may provide that Restricted
Stock Units receive dividend equivalents payable in cash in the event that a
record date for payment of cash dividends payable on outstanding shares of
Common Stock occurs between the Participant’s execution of an Award Grant for
Restricted Stock Units and the issuance of shares on account of such Restricted
Stock Units following the end of the Period of Restriction.


 


“Securities Act” means the Securities Act of
1933, as amended.


 


“Subsidiary”
means any corporation, limited liability company, partnership, joint venture or
other entity during any period in which at least a 50% voting or profits
interest is owned, directly or indirectly, by the Corporation, and any other
business venture designated by the Committee in which the Corporation has a
significant interest, as determined in the discretion of the Committee.


 


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Section 3.  Stock
Available.  The aggregate number of
shares of Common Stock that may be issued to Participants pursuant to Awards
granted under the Plan is the sum of (A) 5,000,000 shares plus (B) effective
upon approval of the Corporation’s stockholders at the 2008 Annual Meeting of
Stockholders, 3,000,000 shares, in each case subject to adjustment in
accordance with the provisions of Section 13.  If any Common Stock issued under the Plan is
reacquired by the Corporation due to a forfeiture described in Section 7
or reacquired or withheld in satisfaction of tax withholding with respect to an
Award, such shares of Common Stock will again become available for Awards under
the Plan.  Any shares of Common Stock
related to Awards that terminate by forfeiture, cancellation, or otherwise
without the issuance of such shares shall again be available for Awards under
the Plan.  Cash Awards, which are paid in
cash, do not count against the total amount of Common Stock that may be issued
under the Plan, provided that Cash Awards may not be made during any calendar
year measured in the aggregate by more than 100,000 shares of Common
Stock.  The maximum number of shares of
Common Stock that may be issued to an Employee with respect to Performance
Share Units during any calendar year is two-tenths of 1% (0.2%) of the issued
and outstanding shares of the Corporation’s Common Stock on January 1 of
such calendar year. Shares issued under the Plan may be original issue shares,
shares held in treasury, or shares reacquired by the Corporation under
corporate repurchase programs, as determined by the Chief Executive Officer of
the Corporation (or the Chief Executive Officer’s designee) from time to time,
unless otherwise determined by the Committee.


 


Section 4.  Administration.  The Plan shall be administered by the
Committee, which shall be composed of not less than three Directors chosen from
time to time by the Board of Directors. 
No Director shall be eligible or continue to serve as a member of the
Committee unless such person has been determined to be an “independent director”
under applicable stock exchange standards and is an “outside director” within
the meaning of regulations under Code section 162(m) and a “non-employee
director” within the meaning of Exchange Act Rule 16b-3.  In addition to the powers granted to the
Committee as elsewhere set forth in the Plan and subject to the terms and
conditions of the Plan, the Committee is authorized to interpret the Plan, to
adopt and revise rules and regulations relating to the Plan and the
conduct of the business of the Committee, and to take all actions and make all
determinations that it believes necessary or advisable for the operation and
administration of the Plan.  All
decisions and determinations by the Committee with respect to the Plan shall be
final, binding and conclusive upon all parties, including the Corporation, its
stockholders, Employees, Consultants, Participants and their estates and
beneficiaries.  No member of the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any Award made under the Plan.  The
Committee may delegate any of its duties and powers hereunder to the extent
permitted by applicable law.


 


Section 5.  Terms, Conditions and Form of Award
Grants.  The Committee shall have
exclusive authority, except as otherwise limited by the Plan, to select the
Employees and Consultants to be granted Awards, to grant all Awards, to
determine the time or times at which Awards will be granted and the type of
Awards to be granted, to condition the grant of Awards to specific Participants
upon achievement of performance measures under any other plan or 


 


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program adopted by the Corporation, to
determine the number of shares of Common Stock to be covered by an Award, to
determine the time or times for the grant of Awards, to determine the
limitations, restrictions and conditions applicable to each Award, to prescribe
the form or forms of Award Grants (which need not be identical), and to have
full authority with respect to all other matters relating to the Plan except
those matters as are expressly reserved herein to the stockholders of the
Corporation.  In making determinations
relating to Awards, the Committee may consult with and take into account the
recommendations of the Chief Executive Officer of the Corporation with respect
to Awards made to other Employees and Consultants.  The Committee may also take into account the
nature of the services rendered by such Employees and Consultants, their
present and potential contributions to the Corporation’s success and such other
factors as the Committee in its sole discretion shall deem relevant.  Awards need not be uniform among
Participants.  The receipt of an Award by
a Participant shall not entitle that Participant to receive an Award in the
future.  The Committee shall inform the
appropriate officers of the Corporation of its determinations, and such
officers shall inform the Participant to whom an Award has been made of the
grant of such Award.  The Committee may
authorize any officer of the Corporation to provide or enter into Award Grants
or other agreements on behalf of the Corporation and to take all other action
necessary or desirable to effectuate the determinations of the Committee.


 


Section 6.  Acceptance
and Non-Transferability of Awards.  A
Participant who has been granted an Award must accept the Award in accordance
with such procedures as the Committee may establish from time to time,
including the acceptance of the Award Grant documentation and any additional
documentation that may be required.  No
Award shall be transferable by a Participant.


 


Section 7. 
Period of Restriction. 
Each Award Grant shall specify the applicable Period of
Restriction.  Notwithstanding any
provision of the Plan to the contrary, any Award that vests solely on the basis
of the passage of time (e.g., not on the basis of any performance standards)
shall not vest more quickly than ratably over the three (3) year period ending
on the third anniversary of the Award grant date, except that the Award may
vest sooner under any of the following circumstances as more specifically set
forth in the applicable Award Grant: (i) the Participant’s death, (ii) the
Participant’s Disability, (iii) a Participant’s termination of employment with
the Corporation and its Subsidiaries within two (2) years following a Change in
Control either (A) by the Corporation without Cause or (B) by the Participant
for Good Reason, or (iv) in connection with establishing the terms and
conditions of employment of a Participant necessary for the recruitment of the
Participant or as the result of a business combination or acquisition by the
Corporation or any of its Subsidiaries. 
The provisions of the preceding sentence shall not apply to any Award of
Restricted Stock or Restricted Stock Units that is made to a Participant as a
portion of the Participant’s annual incentive compensation as part of the
“stock leverage opportunity” under the Corporation’s Annual Incentive Plan, or
any similar plan or program as determined by the Committee applicable to any
Participant. In addition, the Committee may affirmatively determine not to seek
forfeiture of an Award as to all or part of the shares subject thereto and to
permit such Award either to be paid immediately (in whole or in part) or to
continue to vest during the


 


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remainder of the original Period of Restriction subject to satisfaction
of conditions specified by the Committee, which determination must be made no
later than 90 days following the Participant’s Date of Termination. Any
such determination shall be communicated to the Chief Executive Officer or
other appropriate officer of the Corporation, who shall be authorized to take
any and all action necessary to effectuate such decision.


 


Section 8.  Performance
Share Units.  The Committee may make
Awards consisting of Performance Share Units containing such terms and conditions
and subject to such restrictions and contingencies as the Committee shall
determine, subject to the terms of the Plan. Performance Share Units shall be
conditioned on the achievement of Performance Goals, based on one or more
Performance Measures, as determined by the Committee, over a performance period
not less than one year prescribed by the Committee.  For Performance Share Units made to Employees
that are designed to qualify for the Performance-Based Exception, the grant of
the Performance Share Units and the determination of Performance Goals shall be
made by the Committee during the applicable periods required under Code section
162(m) and the Committee shall certify achievement of the applicable
Performance Goals prior to issuance of shares under each Award of Performance
Share Units as required under Code section 162(m).  With respect to Awards of Performance Share
Units that are designed to qualify for the Performance-Based Exception, the
Committee shall have the discretion to adjust the Awards downward but not
upward. If a Change in Control occurs after a Performance Share Unit has been
granted but before completion of the performance period, and if the Participant’s
employment with the Corporation and its Subsidiaries is terminated within two (2) years
following the Change in Control either (A) by the Corporation without
Cause or (B) by the Participant for Good Reason, then:


 


(x)                                   the target payout
opportunities attainable under such Award shall be deemed to have been fully
earned as of the date of termination based upon the greater of: (I) an
assumed achievement of all relevant performance goals at the “target” level, or
(II) the actual level of achievement of all relevant performance goals
against target as of the Corporation’s fiscal quarter end preceding the Change
in Control, and


 


(y)                                 based on such amount,
there shall be a pro rata payout to the Participant within thirty (30) days
following the date of termination of employment based upon the length of time
within the performance period that has elapsed prior to the date of termination
of employment.


 


Section 9.  Issuance of
Shares of Common Stock to Participants.  
All shares of Common Stock issued as Restricted Stock under the Plan
shall, so long as the Period of Restriction imposed by the Plan remains in
effect, be represented by certificates with restrictive legends and shall be
subject to stop-transfer orders.  Any
certificate representing shares of Restricted Stock for which the Period of
Restriction remains in effect shall be held in custody by the Corporation.  Participants may be required to execute stock
powers or other similar 


 


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instruments in order to facilitate the return to the Corporation of
Restricted Stock upon forfeiture.  Upon
the forfeiture of any Restricted Stock, such shares of Common Stock represented
by the Restricted Stock shall be transferred to the Corporation without further
action by the Participant, unless the Committee in its sole discretion
determines not to seek forfeiture of the Award in whole or in part.  When (i) the Period of Restriction has
ended (or the Committee has determined not to seek forfeiture following the
Date of Termination of the Participant) with respect to an Award of Restricted
Stock, Restricted Stock Units or Performance Shares Units, (ii) all other
conditions and contingencies have been satisfied with respect to an Award of
Performance Share Units and (iii) the Participant has complied with any
tax withholding requirement described in Section 18, then the Participant
may obtain from the Corporation a certificate or certificates or a statement
from the Corporation representing such shares in book entry form, free of all
restrictions except those that may be imposed by law.


 


Section 10.  Government and Other Regulations and
Restrictions.  The obligation of the
Corporation to issue Common Stock under the Plan shall be subject to all
applicable laws, rules and regulations and to such approvals by
governmental agencies as may be required.


 


Section 11.  Registration of Shares.  The Corporation shall be under no obligation
to register any shares of Common Stock under the Securities Act.  However, an Award Grant may make appropriate
and reasonable provision for the registration of Common Stock acquired thereunder.  The Corporation, at its election, may
undertake to pay all fees and expenses of each such registration, other than an
underwriter’s commission, if any.


 


Section 12.  No Rights in Common Stock.  No Participant shall 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
unless, and until, shares of Common Stock are actually issued to such
Participant following execution of an Award Grant and, for an Award of
Restricted Stock Units or Performance Share Units, after the end of the Period
of Restriction and, if applicable, upon the Committee’s certification of
achievement of any Performance Goals and other conditions established by the
Committee, and then only from the date the Participant becomes the record owner
thereof.


 


Section 13.  Adjustments.  In the event of any change in corporate
capitalization, such as a stock dividend, split-up, combination of shares, or
reclassification, or a corporate transaction, such as a merger, consolidation,
separation, including a spin-off, or other distribution of stock or property of
the Corporation, any reorganization, or any partial or complete liquidation of
the Corporation, such adjustment shall be made in the number and class of
shares that may be issued under the Plan and in the number and class of and/or
price of shares subject to outstanding Awards granted under the Plan as may be
determined to be appropriate and equitable by the Committee, in its sole
discretion, to prevent dilution or enlargement of rights.


 


Section 14.  Successors.  The provisions of the Plan shall be binding
upon and inure to the benefit of all successors of any person receiving Common
Stock of the Corporation under the Plan, including, without limitation, the
estate of such person and the executors, 


 


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administrators or trustees thereof, the heirs
and legatees of such person, and any receiver, trustee in bankruptcy or
representative of creditors of such person.


 


Section 15.  Corporation’s Right to Terminate
Employment.  Nothing contained in the
Plan or in any Award Grant shall confer upon any Participant a right to
continue in the employ of or as a consultant to the Corporation or a Subsidiary
or interfere in any way with the right of the Corporation or a Subsidiary to
terminate the employment of any Employee or the consulting relationship of any
Consultant at any time, whether with or without cause.


 


Section 16.  Effect on Compensation.  Awards received by Participants shall not be
deemed a part of any Participant’s compensation for purposes of determining
such Participant’s payments or benefits under any benefit plan, severance
program, or severance pay law of the Corporation, any Subsidiary or any
country.


 


Section 17.  Plan Unfunded.  The Plan shall be unfunded.  The Corporation will not create any trust or
separate fund in connection with the Plan. 
Neither the Corporation nor any of its Subsidiaries shall have any obligation
to set aside funds or segregate assets to ensure the payment of any Award.  The Plan shall not establish any fiduciary
relationship between the Corporation, any of its Subsidiaries and any
Participant or other person.  To the
extent any person holds any rights by virtue of an Award under the Plan, such
right shall be no greater than the right of an unsecured general creditor of
the Corporation and its Subsidiaries.


 


Section 18.  Tax Withholding.  Each Award Grant incident to the Plan shall
make appropriate provisions for the withholding of any federal, state or local
taxes and any other charges that may be required by law to be withheld by
reason of an Award, the issuance of Common Stock under the Plan or the
reacquisition of such Common Stock by the Corporation.  The Corporation may cause all or any portion
of any tax withholding obligation or other charges described in the preceding
sentence to be satisfied by the Corporation withholding from the shares of Common
Stock covered by an Award a number of shares (rounded down to the nearest whole
share) with an aggregate Fair Market Value on the date that such withholding
obligation arises equal to the aggregate amount of such taxes and other
charges.  Regardless of any other
provision of the Plan, the Corporation may refuse to issue or to deliver to the
Participant certificates or a book entry statement representing shares covered
by an Award until the Participant to whom the Award was made complies with any
withholding obligation.


 


Section 19.  Action by Corporation.  Neither the existence of the Plan nor the
issuance of Common Stock pursuant thereto shall impair the right of the
Corporation or its stockholders to make or effect any adjustments,
recapitalizations or other change in the Common Stock referred to in Section 13,
any change in the Corporation’s business, any issuance of debt obligations or
stock by the Corporation or any grant of options on stock of the Corporation.


 


Section 20.  Termination and Amendment of the Plan.  The Committee shall have complete power and
authority to amend, suspend or terminate the Plan and, if suspended, reinstate
any and all provisions of the Plan except that without further approval of the
stockholders of the Corporation and except as otherwise provided in Section 13,
the number of 


 


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shares available for issuance under the Plan
and the class of individuals eligible for Awards shall not be expanded.  In addition, the Corporation will obtain
approval of the stockholders of the Corporation of any amendment to the Plan
for which the Exchange Act or the rules of the NYSE requires approval by
the stockholders of the Corporation or to the extent the Committee otherwise
determines that stockholder approval is required under applicable law.  The Plan shall have a term of ten years from
its Effective Date, provided, that the Plan shall terminate earlier if no
additional shares of Common Stock remain available for Awards under the Plan.  In the event of Plan termination or expiration,
any then-outstanding Award shall remain in effect under the terms of its Award
Grant.


 


Section 21.  Foreign Jurisdictions.  The Committee may, from time to time, adopt,
amend and terminate under the Plan such arrangements, not inconsistent with the
intent of the Plan, as it may deem necessary or desirable to make available tax
or other benefits of laws of any foreign jurisdiction to Participants who are
subject to such laws and who receive Awards under the Plan.


 


Section 22.  Applicable Law.  The Plan shall be construed,
administered, regulated and governed in all respects under and by the laws of
the United States to the extent applicable, and to the extent such laws are not
applicable, by the laws of the state of Delaware.


 


Section 23.  Effective Date.  The Plan shall become effective as of May 20,
2005, (the “Effective Date”) if it is approved by vote of the stockholders of
the Corporation at the 2005 Annual Meeting of Stockholders.  On and after the Effective Date, no Awards
shall be granted under the Contingent Stock Plan of Sealed Air Corporation.


 


Section 24.  Compliance
With Code Section 409A.  It is
not intended that Awards under the Plan shall be subject to the requirements of
Code Section 409A because Awards generally will be payable as soon as
administratively practicable after the Award becomes vested.  However, to the extent that Code Section 409A
does apply to an Award, the Plan is intended to comply with Code Section 409A,
and official guidance issued thereunder. 
Notwithstanding any provision of the Plan to the contrary, the Plan
shall be interpreted, operated and administered consistent with this
intent.  “In that regard, and
notwithstanding any provision of the Plan to the contrary, the Corporation
reserves the right to amend the Plan or any Award granted under the Plan, by
action of the Committee, without the consent of any affected Participant, to
the extent deemed necessary or appropriate for purposes of maintaining
compliance with Code Section 409A and the regulations promulgated thereunder.  In addition, any payments under the Plan of
an amount that is deferred compensation under Code Section 409A in
connection with a Participant’s termination of employment shall not be made
earlier than six (6) months after the Date of Termination to the extent
required by Code Section 409A(a)(2)(B)(i).”


 


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