Exhibit 4.6


 


CASH AWARD AGREEMENT


 


AGREEMENT dated as of                             between SEALED
AIR CORPORATION, a Delaware corporation (the “Corporation”), and                             (the “Employee”).


 


The Employee is now in the
employ of the Corporation or one of its Subsidiaries and has been selected by
the Organization and Compensation Committee (the “Committee”) of the Board of
Directors of the Corporation as an employee who is in a position to make a
significant contribution to the growth and success of the Corporation.  Pursuant to the 2005 Contingent Stock Plan of
Sealed Air Corporation, the Corporation desires to provide an incentive to the
Employee which will permit him or her to share directly in the growth of the
Corporation and to further identify his or her interests with those of the
stockholders of the Corporation.


 


NOW, THEREFORE, the Corporation and the Employee mutually agree as
follows:


 


Section 1.       Grant of Cash Award


 


Subject to the terms,
conditions and restrictions set forth elsewhere in this Agreement, the
Corporation hereby grants to the Employee a Cash Award measured by the Fair
Market Value of *  * shares of the
Corporation’s Common Stock, par value $0.10 per share, (“Common Stock”) on the
date that the Period of Restriction ends or upon the Employee’s earlier death
or Disability.  Provided that the Cash
Award has not been forfeited previously, the Cash Award will be payable in cash
within a reasonable period after such date to the Employee or, in the event of
the Employee’s death, to the Employee’s estate. 
The Cash Award is granted under the 2005 Contingent Stock Plan of Sealed
Air Corporation (as amended and in effect from time to time, the “Plan”), and
the grant is subject to the provisions of the Plan, which is made a part of
this Agreement, as well as to the provisions of this Agreement.  All capitalized terms have the meanings set
forth in the Plan unless otherwise specifically provided in this Agreement.


 


 


 

















 


 


Section 2.       Period of Restriction and Forfeiture
of Cash Award


 


The Period of Restriction applicable to the Cash Award granted under
this Agreement begins on the date of this Agreement and ends on the third
anniversary of that date, except that the Period of Restriction shall end
earlier upon termination of unemployment following a Change in Control in the
circumstances described in Section 7 (iii) of the Plan.  During the Period of Restriction, the Cash
Award granted under this Agreement shall be forfeited on the Date of
Termination of the Employee with the Corporation or any of its Subsidiaries
other than as a result of the Employee’s death or Disability.  No later than 90 days following the Date of
Termination, the Committee may determine not to seek forfeiture of all or part
of the Cash Award and to permit the Cash Award to vest immediately (in whole or
in part) or to continue to vest during the remainder of the original Period of
Restriction subject to satisfaction of conditions specified by the
Committee.  Until the end of the applicable Period of Restriction
or the earlier occurrence of the Employee’s death or Disability, neither the
Cash Award nor any interest in this Agreement shall be sold, transferred,
pledged or encumbered.


 


Section 3.       Effect of Forfeiture


 


The Employee shall have no further rights with respect to a Cash Award
that is forfeited from and after the date of forfeiture.


 


Section 4.       Adjustments


 


In the event of changes 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 after
the date of this Agreement and before vesting, appropriate adjustments shall be
made by the Committee in the number, price and class of shares to be used as
the measurement of the cash to 




 


 


 


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be
paid upon vesting of the Cash Award covered by this Agreement as may be
determined to be appropriate and equitable by the Committee, in its sole
discretion, to prevent dilution or enlargement of rights.


 


Section 5.       Action by Corporation


 


Neither the existence of this Agreement nor the grant of a Cash Award
under this Agreement 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 4, 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 6.       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, whether
with or without cause.


 


Section 7.       Not a Contract of Employment; No
Acquired Rights


 


Neither the Plan nor this Agreement shall be deemed to be a contract of
employment between the Corporation or any of its Subsidiaries and the
Employee.  The Cash Award and the right
to be paid cash upon vesting does not create any obligation on the part of the
Corporation or the Employee’s employer to make additional awards in the future
and shall not constitute an acquired labor right for purposes of any foreign
law.  The Employee recognizes the absolute
right of his or her employer and of the Corporation to amend or cancel the Plan
at any time subject to the terms of the Plan without thereby incurring any
liability to the Employee.


 


Section 8.       Effect on Compensation


 


The grant of a Cash Award under this Agreement shall not be deemed to
be a part of the 




 


 


 


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Employee’s
salary or compensation for purposes of determining the Employee’s payments or
benefits under any benefit plan, severance program or severance pay law of the
Corporation, any Subsidiary or any country. 
Neither the Plan nor the Cash Award shall afford the Employee any
additional right to severance payments or other termination awards or compensation
under any foreign law as a result of the termination of the Employee’s
employment for any reason whatsoever.


 


Section 9        Payment of Withholding Tax


 


If, in the opinion of counsel for the Corporation, any federal, state,
local or foreign 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
compensation of the Employee with respect to the Cash Award or the cash to be
paid to the Employee upon vesting, the Employee agrees to pay to the
Corporation or such Subsidiary, as the case may be, promptly after written
demand from the Corporation or such Subsidiary an amount equal to such
withholding tax or charge.


 


Section 10.     No
Guarantee of Tax Consequences


 


Neither the Corporation nor any Subsidiary makes any commitment or guarantee
that any tax treatment will apply or be available under any federal, state,
local or foreign tax law or regulation with respect to the Cash Award covered
by this Agreement.


 


Section 11.     Foreign Indemnity


 


The Employee agrees to indemnify the Corporation and each of its
Subsidiaries for the Employee’s portion of any social insurance obligations or
taxes arising under any foreign law with respect to the Cash Award.


 


Section 12.     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 




 


 


 


 


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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 13.     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 or her.  If the
Committee is not acting, its functions may 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 14.     Severability


 


If any provision of this Agreement shall be held illegal, invalid or
unenforceable for any reason, such provision shall be fully severable, but
shall not affect the remaining provisions of this Agreement, and this Agreement
shall be construed and enforced as if the illegal, invalid, or unenforceable
provision had never been included.


 


Section 15.     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 200 Riverfront
Boulevard, Elmwood Park, New Jersey 07407, attention of the Secretary of the
Corporation, or to the Employee at the address set forth below or 




 


 


 


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at
such other address as either party may designate by notice to the other.


 


Section 16.     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
or her estate and the executors, administrators or trustees thereof, his or her
heirs and legatees and any receiver, trustee in bankruptcy or representative of
his or her creditors.


 


Section 17.     Applicable Law


 


The Plan and this Agreement 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.


 


IN WITNESS WHEREOF, the parties have entered into this Cash Award
Agreement as of the day and year first above written.


 


	
   

  	
  SEALED AIR CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Chief Financial
  Officer

  



 


	
  [Corporate Seal]

  
	
   

  
	
  Attest:

  
	
   

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Secretary

  	
   

  



 


 


 


	
   

  	
   

  	
  [L.S.]

  
	
   

  	
  Employee

  
	
   

  	
   

  
	
   

  	
  Address of Employee:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Home Telephone No.

  	
   

  
				



 


 


 


 


 


 


 


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