Exhibit 4.4


 


RESTRICTED STOCK 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 that 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 Restricted Stock


 


Subject to the terms, conditions and restrictions set forth elsewhere
in this Agreement, the Corporation hereby grants to the Employee all rights,
title and interest in the record and beneficial ownership of ** shares (the “Restricted
Stock”) of the $0.10 par value Common Stock of the Corporation (“Common Stock”).  The Restricted Stock is granted under the
2005 Contingent Stock Plan of Sealed Air Corporation (as amended and in effect
from time to time, the “Plan”) and 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 Restricted Stock


 


The Period of Restriction applicable to the Restricted Stock 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 Restricted Stock granted under this Agreement shall be
forfeited to the Corporation 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 shares of Restricted Stock and to
permit the shares of Restricted Stock to be paid 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 Period of Restriction or
the earlier occurrence of the Employee’s death or Disability, neither the
shares of Restricted Stock nor any interest in such shares shall be sold,
transferred, pledged or encumbered.


 


Section 3.       Effect of Forfeiture


 


With respect to all shares of Restricted Stock that are forfeited, the
Employee shall have no further rights as a stockholder from and after the date
of forfeiture.  The Employee agrees that
forfeited shares of Restricted Stock shall be deemed canceled and returned to
the treasury of the Corporation and that the Employee will have no further
incidents of ownership, including no right to receive dividends or other
distributions with respect to forfeited shares.


 


Section 4.       Custody of Restricted Stock


 


Certificates representing the shares of Restricted Stock granted under
this Agreement shall be held by the Corporation until the end of the Period of
Restriction or the earlier occurrence of the Employee’s death or
Disability.  At the end of the Period of
Restriction or at the earlier occurrence of the Employee’s death or Disability,
provided that the Restricted Stock 




 


 


 


 


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has
not been forfeited previously, the Corporation shall issue and deliver to the
Employee (or to the Employee’s estate, in the event of the Employee’s death)
either a certificate or certificates or a statement in book entry form
representing the shares of Restricted Stock to be paid under this Agreement and
free of the restrictive legend and stop-transfer instructions described in Section 5.


 


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 2 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 2005 Contingent Stock Plan of
Sealed Air Corporation which Plan provides that the shares issued pursuant
thereto are subject to forfeiture to Sealed Air Corporation during a Period of
Restriction and that neither such shares nor any interest therein may be sold,
transferred, pledged or encumbered until the end of the Period of
Restriction.  If forfeiture occurs, 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 2005 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.


 


Section 6.       Ownership Rights


 


Subject to the restrictions set forth in this Agreement and subject to
Sections 9 and 10, during the Period of Restriction the Employee is entitled to
all voting and ownership rights applicable to the Restricted Stock, including
the right to receive any cash dividends that may be paid on the Restricted
Stock.


 


 


 


 


 


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Section 7.       Securities and Other Regulations


 


The Corporation shall not be required to deliver any shares of Common
Stock, to remove restrictive legends or stop-transfer orders following the end
of the Period of Restriction or to take any other action until the requirements
of any federal, state or foreign securities law, rules or regulations or
other applicable laws or rules (including the rules of any securities
exchange) as may be determined by the Corporation to be applicable are
satisfied.


 


Section 8.       Registration of Shares


 


The Corporation shall be under no obligation to register any shares of
Common Stock issued or to be issued under this Agreement under the Securities
Act of 1933.


 


Section 9.       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 to be issued pursuant to
this Agreement until such shares of Common Stock are actually issued to the
Employee and then only from the date the Employee becomes the record owner
thereof.


 


Section 10.     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:  (a) appropriate
adjustments shall be made by the Committee as to the number and class of shares
that may be issued under the Plan and in the number and class of 




 


 


 


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and/or
price of shares subject to outstanding grants made under the Plan, including
the Restricted Stock 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, and (b) the restrictions described in Section 2
and the requirement of a legend on stock certificates as described in Section 5
shall apply to any securities issued in connection with any such change in
respect of the Restricted Stock issued under this Agreement.


 


Section 11.     Action by Corporation


 


        Neither the existence of
this Agreement nor the issuance of Restricted Stock 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 10, 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 12.     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 13.     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 grant of the right to
acquire shares of Common Stock under the Plan does not create any obligation on
the part of the Corporation or the Employee’s employer to make additional
grants in the future and shall not constitute an acquired labor right for
purposes of any foreign law.  The
Employee recognizes the 




 


 


 


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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 14.     Effect on Compensation


 


The grant of Restricted Stock under this Agreement shall not be deemed
to be a part of the 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
grant of Restricted Stock under this Agreement 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 15.     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 Restricted Stock granted under
this Agreement, 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.  The Corporation may cause all or
any portion of any tax withholding obligation or other charges to be satisfied
by the Corporation withholding from the shares of Restricted Stock 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 Employee 




 


 


 


 


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certificates
or a book entry statement representing shares covered by this Agreement until
the Employee complies with any withholding obligation.


 


Section 16.     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 Restricted
Stock covered by this Agreement.


 


Section 17.     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 grant of Restricted
Stock under this Agreement, the end of the Period of Restriction, or the sale
or other disposition of the Restricted Stock.


 


Section 18.     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.


 


 


 


 


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Section 19.     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 20.     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 21.     Notices


 


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


 


Section 22.     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.


 


 


 


 


 


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Section 23.     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 Restricted Stock
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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