Exhibit 10.13


 


SEALED AIR CORPORATION


2002 STOCK PLAN


FOR NON-EMPLOYEE DIRECTORS


as amended February 19, 2009


 


Section 1.  Purpose.  The Sealed Air Corporation 2002 Stock Plan
for Non-Employee Directors (the “Plan”) is designed to enhance the ability of
Sealed Air Corporation (the “Corporation”) to attract, retain and motivate
Non-Employee Directors (as defined in Section 3) of exceptional ability
and to promote the common interest of directors and stockholders in enhancing
the value of the Corporation’s common stock, par value $0.10 per share (“Common
Stock”).  The Plan provides for payment
in shares of the Common Stock of all or a portion of the Retainer (as defined
below) paid to each Non-Employee Director for serving as a director of the
Corporation.


 


Section 2.  Stock Available.  The stock subject to the Plan shall be such
authorized but unissued or treasury shares of Common Stock as shall from time
to time be available for issuance pursuant to the Plan.  The total amount of Common Stock which may be
issued pursuant to the Plan is 200,000 shares, subject to adjustment in
accordance with the provisions of Section 9.


 


Section 3.  Eligibility.  Each Non-Employee Director of the Corporation
shall be eligible to participate in the Plan. 
As used in the Plan, the term “Non-Employee Director” shall include any
person who, at the time he or she becomes otherwise entitled to receive a
Retainer under the Plan, is not an officer or employee of the Corporation or
any of its Subsidiaries (as such term is defined in Section 18).  Any Non-Employee Director who becomes an
officer or employee of the Corporation or any of its Subsidiaries shall cease
to be eligible to participate in the Plan for so long as such person remains as
such an officer or employee.


 


Section 4.  Retainer.  Retainers, which shall be either Annual
Retainers or Interim Retainers, shall be earned by Non-Employee Directors as
follows:


 


(a)  Annual Retainers.  Upon the adjournment of each annual meeting
of the stockholders of the Corporation, each Non-Employee Director who has been
elected a director of the Corporation at such meeting shall be entitled to
receive an Annual Retainer in an amount established prior to such annual
meeting by the Board of Directors.


 


(b) Interim Retainers.  If any Non-Employee Director is elected a
director other than at an annual meeting of the stockholders of the
Corporation, then on the date of such Non-Employee Director’s election such
Non-Employee Director shall be entitled to an Interim Retainer in the amount of
one-twelfth of the Annual Retainer for Non-Employee Directors elected at the
previous annual meeting of the stockholders for each full 30-day period during
the period commencing on and including the date of such person’s election as a
director and ending


 


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on and including the date of the next annual
meeting of the stockholders of the Corporation provided for in accordance with
the By-Laws of the Corporation as then in effect.


 


(c)  Plan Periods.  The first Plan Period shall commence upon the
election of directors at the 2002 annual meeting of the stockholders of the
Corporation and terminate upon the election of directors at the 2003 annual
meeting of the stockholders of the Corporation. 
Subsequent Plan Periods shall relate to successive similar periods
between annual meetings of the stockholders of the Corporation.


 


Section 5.  Payment of Retainers.


 


(a)  Except as otherwise
provided in Section 5(c), (i) 50% of each Retainer shall be payable
in shares of Common Stock, and the remaining 50% of such Retainer shall be
payable in cash or in shares of Common Stock, at the written election of the
Non-Employee Director, (ii) issuance of the portion of a Retainer payable
in shares of Common Stock shall be made as promptly as practicable after the
Non-Employee Director becomes entitled to receive it, (iii) payment of the
portion of an Annual Retainer payable in cash, if any, shall be made in a
single payment as promptly as practicable after the end of the calendar quarter
in which the Plan Period commences, and (iv) payment of the portion of any
Interim Retainer payable in cash, if any, shall be made in a single payment as
promptly as practicable after the end of the calendar quarter in which the
Non-Employee Director is elected, provided, that if such Non-Employee
Director is elected between April 1 and the next annual meeting of
stockholders of the Corporation, then the portion of the Interim Retainer
payable in cash, if any, shall be paid as promptly as practicable after the Non-Employee
Director is elected.  If a Non-Employee
Director has not made the election referred to in (i) above prior to the
first day of the Plan Period (or, for an Interim Retainer, prior to the date
such Non-Employee Director is elected), then 50% of his or her Retainer shall
be payable in shares of Common Stock and 50% of his or her Retainer shall be
payable in cash.


 


(b) The number of shares
of Common Stock to be paid as all or part of an Annual Retainer shall be
calculated by dividing the amount of such Annual Retainer payable in shares of
Common Stock by the last sales price of the Common Stock on the applicable
annual meeting date as reported on the consolidated transaction reporting
system for New York Stock Exchange listed issues on that date or, if no sales
occurred on that date, the last sales price on the consolidated transaction
reporting system on the most recent prior day on which a sale occurred (the “Fair
Market Value Per Share”).  The number of
shares to be paid as all or part of an Interim Retainer shall be calculated
using the Fair Market Value Per Share on the date of election of the
Non-Employee Director who will receive the Interim Retainer.  If the calculation of the portion of an
Annual Retainer or an Interim Retainer to be paid in shares of Common Stock
would result in a fractional share of Common Stock being issued, then the
number of shares to be so paid shall be rounded up to the nearest whole
share.  No fractional shares of Common
Stock shall be issued under this Plan, whether as part of an Annual Retainer or
as part of an Interim Retainer.


 


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(c) Payment of all or part
of a Retainer may be deferred under the Sealed Air Corporation Deferred
Compensation Plan for Directors or any other applicable plan or arrangement
providing for the deferred payment of retainers that may be in effect from time
to time.  Shares of Common Stock which a
Non-Employee Director becomes entitled to receive under this Plan and for which
payment is deferred under any such deferral arrangement shall be deemed to be
issued under this Plan when issued.


 


Section 6. Non-Transferability
of Grants.  Except for gifts of
shares permitted under this Section, no grant of shares of Common Stock
pursuant to the Plan shall be transferable by the recipient of such grant, and
no shares of Common Stock issued pursuant to the Plan, or any interest therein,
may be sold, transferred, pledged, encumbered or otherwise disposed of
(including without limitation by way of gift or donation) by the Non-Employee
Director to whom such shares have been issued as long as such Non-Employee
Director shall remain a director of the Corporation.  Any Non-Employee Director of the Corporation
may make a gift of any such shares to members of the immediate family of such
Non-Employee Director or to a trust or other form of indirect ownership (a “Permitted
Transferee”) on the conditions that (i) the Non-Employee Director shall
continue to be deemed a beneficial owner of such transferred shares and retain
voting and investment control over such shares while the Non-Employee Director
remains a director of the Corporation, except upon a Change of Control as
provided below, and (ii) the Permitted Transferee shall execute an
agreement with the Corporation on terms acceptable to counsel to the
Corporation providing that such shares shall be subject to all terms and
restrictions of this Plan.  For the
purpose of this Section 6, “immediate family” shall have the meaning given
in Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the “Securities
Exchange Act”), and “beneficial owner” shall have the meaning given in Rule 16a-1
under the Securities Exchange Act, other than for purposes of determining
beneficial ownership of more than ten percent of any class of equity
securities.


 


Section 7.  Execution of Agreement.  Each grant of Common Stock pursuant to this
Plan shall be contingent upon and subject to the execution by the Non-Employee
Director of a document agreeing to hold the shares of Common Stock covered by
such grant in accordance with the terms and conditions of the Plan (including
without limitation Sections 6, 11 and 12) and containing such other terms and
conditions as may be required by counsel to the Corporation in order to comply
with federal or state securities laws or other legal requirements.


 


Section 8. 
Change of Control.


 


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


 


(i)  Any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act) (a “Person”) becomes the beneficial owner (within the meaning of Rule 13d-3
promulgated under the Securities Exchange Act) of 30% or more of the combined
voting power of the then-outstanding voting securities of the Corporation
entitled to 


 


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vote generally in the election of directors (the “Outstanding
Voting Securities”); provided, however, that, for purposes of this Section 8(a)(i),
the following acquisitions shall not constitute a Change of 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 transaction that complies with Sections 8(a)(iii)(A), 8(a)(iii)(B) and
8(a)(iii)(C);


 


(ii)  Individuals who, as of the date hereof,
constitute the Board of Directors (each a “Continuing Director”) cease for any
reason to constitute at least a majority of the Board of Directors; provided,
however, that any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Corporation’s stockholders,
was approved by a vote of at least a majority of the Continuing Directors shall
be considered to be a Continuing Director, but excluding, for this purpose, any
such individual 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 consents
by or on behalf of a Person other than the Board of Directors;


 


(iii)  Consummation of a reorganization, merger,
statutory share exchange or consolidation or similar transaction involving the
Corporation or any of its subsidiaries, a sale or other disposition of all or
substantially all of the assets of the Corporation, or the acquisition of
assets or stock of another entity by the Corporation or any of its subsidiaries
(each, a “Business Combination”), in each case unless, following such Business
Combination, (A) all or substantially all of the individuals and entities
that were the beneficial owners of the Outstanding Voting Securities
immediately prior to such Business Combination 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 Business Combination (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 Business
Combination, (B) no Person (excluding any corporation resulting from such
Business Combination or any employee benefit plan (or related trust) of the
Corporation or such corporation resulting from such Business Combination)
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 Business Combination, 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 Business Combination 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 Business Combination; or


 


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


 


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The Board of Directors 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 Control.


 


(b)  Upon any Change in Control, as of the close of business at
the principal executive office of the Corporation on the business day
immediately preceding the date on which such event occurs, for purposes of the
Plan and to the extent that the provisions of the Plan remain applicable to
shares granted under the Plan, the restriction provided for in Section 6
of the Plan shall without further act expire and cease to apply to any securities
granted under the Plan, the requirement of a legend on stock certificates
provided for in Section 11 of the Plan shall without further act expire
and cease to apply to any securities granted under the Plan, and each
Non-Employee Director or Permitted Transferee holding shares issued under the
Plan shall thereupon have the right to receive unlegended shares as set forth
in the last sentence of Section 11 of the Plan.


 


Section 9.  Adjustments.  In the event of changes in the Common Stock
of the Corporation after the commencement of the first Plan Period by reason of
any stock dividend, split-up, combination of shares, reclassification,
recapitalization, merger, consolidation, reorganization or liquidation:  (a) the restrictions provided in Section 6
and the requirement of a legend on stock certificates provided in Sections 11
and 12(d) shall apply to any securities issued in connection with any such
change in respect of stock which has been issued under the Plan and (b) appropriate
adjustments shall be made by the Board of Directors as to (i) the number
and class of shares available under the Plan in the aggregate, and (ii) the
number of shares to be delivered to a Non-Employee Director where such change
occurred after the Non-Employee Director was elected but before the date the
stock covered by the applicable Retainer is issued, including deferred payments
under any of the deferral arrangements referred to in Section 5(c).


 


Section 10.  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,
recapitalization or other change in the Common Stock referred to in Section 9,
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 11.  Legend on Stock Certificates.  All shares of Common Stock issued under the
Plan shall, so long as the restrictions imposed by the Plan (including without
limitation Section 6) remain in effect, be represented by certificates,
each of which shall bear a legend in substantially the following form:


 


This
certificate and the shares represented hereby are held subject to the terms of
the 2002 Stock Plan for Non-Employee Directors of Sealed Air Corporation, which
Plan provides that neither the shares issued pursuant thereto, nor any interest
therein, may be sold, transferred, pledged, encumbered or otherwise disposed of
(including without limitation by way of gift or donation) except in accordance
with such Plan.


 


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A copy of such Plan is
available for inspection at the executive offices of Sealed Air Corporation.


 


Each Non-Employee Director and his or her
Permitted Transferees 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, or for a statement from the Corporation
representing such shares held in book entry form free of such legend at any
time after either such Non-Employee Director has ceased to be a director of the
Corporation or the restriction set forth in Section 6 has otherwise ceased
to apply to the shares covered by such certificate.


 


Section 12.  Government and Other Regulations and
Restrictions.


 


(a)  In General.  The issuance by the Corporation of any shares
of Common Stock pursuant to the Plan shall be subject to all applicable laws, rules and
regulations and to such approvals by governmental agencies as may be required.


 


(b)  Registration of
Shares.  The Corporation shall use
its reasonable commercial efforts to cause the grants of shares of Common Stock
to be made pursuant to this Plan to be registered under the Securities Act of
1933, as amended (the “Securities Act”), but shall otherwise be under no
obligation to register any shares of Common Stock issued under the Plan under
the Securities Act or otherwise.  If, at
the time any shares of Common Stock are issued pursuant to the Plan or
transferred to a Permitted Transferee, there shall not be on file with the
Securities and Exchange Commission an effective Registration Statement under
the Securities Act covering such shares of Common Stock, the person to whom
such shares are to be issued will execute and deliver to the Corporation upon
receipt by him or her of any such shares an undertaking, in form and substance
satisfactory to the Corporation, that (i) such person has had access or
will, by reason of such person’s service as a director of the Corporation, or
otherwise, have access to sufficient information concerning the Corporation to
enable him or her to evaluate the merits and risks of the acquisition of shares
of the Corporation’s Common Stock pursuant to the Plan, (ii) such person
has such knowledge and experience in financial and business matters that such
person is capable of evaluating such acquisition, (iii) it is the
intention of such person to acquire and hold such shares for investment and not
for the resale or distribution thereof, (iv) such person will comply with
the Securities Act and the Securities Exchange Act with respect to such shares,
and (v) such person will indemnify the Corporation for any costs,
liabilities and expenses which the Corporation may sustain by reason of any
violation of the Securities Act or the Securities Exchange Act occasioned by
any act or omission on his or her part with respect to such shares.


 


(c)  Resale of Shares.  Without limiting the generality of Section 6,
shares of Common Stock acquired pursuant to the Plan shall not be sold,
transferred or otherwise disposed of unless and until either (i) such
shares shall have been registered by the Corporation under the Securities Act, (ii) the
Corporation shall have received either a “no action” letter from the Securities
and Exchange Commission or an opinion of counsel acceptable to the Corporation
to


 


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the effect that such sale, transfer or other
disposition of the shares may be effected without such registration, or (iii) such
sale, transfer or disposition of the shares is made pursuant to Rule 144
under the Securities Act, as the same may from time to time be in effect, and
the Corporation shall have received information acceptable to the Corporation
to such effect.


 


(d)  Legend on
Certificates.  The Corporation may
require that any certificate or certificates evidencing shares issued pursuant
to the Plan bear a restrictive legend, and be subject to stop-transfer orders
or other actions, intended to effect compliance with the Securities Act or any
other applicable regulatory measures.


 


Section 13.  No Right to Continued Membership;
Non-Exclusivity.  Nothing contained
in the Plan shall prevent the Board of Directors from adopting other or
additional compensation arrangements or modifying existing compensation
arrangements for Non-Employee Directors, subject to stockholder approval if
such approval is required by applicable statute, rule or regulation; and
such arrangements may be either generally applicable or applicable only in
specific cases.  The adoption of the Plan
shall not confer upon any member of the Board of Directors of the Corporation
any right to continued membership on the Board of Directors of the Corporation.


 


Section 14.  No Rights in Common Stock.  No Non-Employee Director or Permitted
Transferee 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 granted pursuant to the Plan unless, and
until, shares of Common Stock are actually issued to such person and then only
from the date such person becomes the record owner thereof.


 


Section 15.  Tax Withholding.  The Corporation shall make appropriate
provisions for the payment of any federal, state or local taxes or any other
charges that may be required by law to be withheld by reason of the payment of
a Retainer or a grant or the issuance of shares of Common Stock pursuant to the
Plan.


 


Section 16.  No Liability.  No member of the Board of Directors of the
Corporation, nor any officer or employee of the Corporation acting on behalf of
the Board of Directors of the Corporation, shall be personally liable for any
action, determination or interpretation taken or made in good faith with
respect to the Plan, and all members of the Board of Directors and each and any
officer or employee of the Corporation acting on their behalf shall, to the
extent permitted by law, be fully indemnified and protected by the Corporation
in respect of any such action, determination or interpretation.


 


Section 17.  Successors.  The provisions of the Plan shall be binding
upon and inure to the benefit of all successors of any person receiving a
Retainer or Common Stock of the Corporation pursuant to the Plan, including,
without limitation, the estate of such person and the 


 


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executors, 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 18.  Subsidiaries.  For the purposes of the Plan, the term “Subsidiaries”
includes those corporations 50 per cent or more of whose outstanding voting
stock is owned or controlled, directly or indirectly, by the Corporation and
those companies, partnerships and joint ventures in which the Corporation owns
directly or indirectly a 50 per cent or more interest in the capital account or
earnings.


 


Section 19.  Expenses.  The expenses of administering the Plan shall
be borne by the Corporation.


 


Section 20.  Pronouns.  Masculine pronouns and other words of
masculine gender shall refer to both men and women.


 


Section 21.  Termination and Amendment of the Plan.  The Board of Directors may from time to time
amend this Plan, or discontinue the Plan or any provisions thereof, provided
that no amendment or modification of the Plan shall be made without the
approval of the stockholders of the Corporation that would (i) increase
the number of shares of Common Stock available for issuance under the Plan; (ii) modify
the requirements as to eligibility for participation under the Plan; or (iii) change
any of the provisions of this Section 21. 
No amendment or discontinuation of the Plan or any provision thereof
shall, without the written consent of the participant, adversely affect any
shares theretofore granted to such participant under the Plan.


 


Section 22.  Effective Date.  The Plan shall become effective on the date
of its approval by the stockholders of the Corporation.


 


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