Exhibit 10.1


 


FORM OF


 


SEALED AIR CORPORATION
PERFORMANCE SHARE UNITS


AWARD GRANT


2010-2012


 


THIS DOCUMENT CONSTITUTES PART OF
A PROSPECTUS COVERING


SECURITIES THAT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933.


 


Name:


 


Performance Period:   January 1, 2010 through December 31,
2012


 


Grant Date:  March 8,
2010


 


TARGET AWARD


 


You have been granted by Sealed Air
Corporation (the “Company”) a target Performance Share Units award under the
Company’s 2005 Contingent Stock Plan for the three-year performance period 2010
through 2012, comprised of the following:


 


Target Performance Share Units: _________
units


 


Each Performance Share Unit (a “Unit”)
will be equivalent to one share of Sealed Air Corporation common stock.


 


Your award is subject to the terms and
conditions of the Performance Share Units Program and the Company’s 2005
Contingent Stock Plan (collectively, the “Plan Documents”). If this award
agreement varies from the terms of the Plan Documents, the Plan Documents will
control.  A copy of the Performance Share
Units Program is attached as Appendix A. The 2005 Contingent Stock Plan is
included as an attachment to “Information for Recipients of Performance Share
Unit Awards Under the 2005 Contingent Stock Plan of Sealed Air Corporation.”


 


PERFORMANCE GOALS


 


The number of Units you earn will depend
on the performance of the Company relative to certain performance goals for the
three-year performance cycle from January 1, 2010 through December 31,
2012 (the “Performance Period”).  The
performance goals and their relative weightings are attached as Appendix B
hereto.


 

















 


The determination of whether the
performance goals have been met will be made by the Organization and
Compensation Committee of the Company’s Board of Directors following the end of
the Performance Period.


 


OTHER IMPORTANT INFORMATION


 


·                  Units earned will receive dividend equivalents
paid in cash (without interest) based on the dividend rates in effect during
the Performance Period applied to the number of Units you earn, which will be
subject to the performance goals and vesting provisions described above.


 


·                  You will not earn any Units if the Company’s
performance during the Performance Period is below threshold performance as set
forth on Appendix B.


 


·                  If actual performance equals or exceeds
threshold performance, the number of Units earned will range from 50% to 200%
of your Target Performance Share Units award based on attainment against the
performance goals as set forth on Appendix B.


 


·                  In order to receive any Units, you must remain
employed with the Company through December 31, 2012, except in the case of
death, disability or retirement as discussed below.  If you terminate employment prior to December 31,
2012 for reasons other than death, disability or retirement, you will forfeit
all Units.  Other special rules apply
in case of termination of employment following a Change in Control, as
described below.


 


·                  Units earned at the end of the Performance
Period, if any, will be paid in actual shares of Company common stock, less the
number of shares that may be withheld to satisfy applicable withholding
taxes.  Shares in settlement for any
Units earned will be issued on or before March 15, 2013.  Cash dividend equivalents accrued on the
earned Units will be paid in cash on or about the same time.


 


·                  If your employment terminates due to your death
or Disability (as defined in the 2005 Contingent Stock Plan) or you retire (as
defined below) during the Performance Period, you (or your estate, in the event
of your death) will receive a pro rata payout following the end of the
Performance Period, based upon the portion of the Performance Period during
which you were employed.  The actual
payout will not occur until after the end of the Performance Period, at which
time the performance and achievements during the Performance Period will be
used to determine the number of Units that you would have earned if you had
remained employed for the entire Performance Period prior to applying the pro
rata factor.  Any payout to you in case
of termination of employment during the Performance Period due to death,
Disability or retirement will be made at approximately the same time as payouts
are made to Participants who are still employed by the Company. You are
considered to have retired if your employment with the Company terminates when
you have at least 5 years of service and your combined age and years of service
equal at least 70, but excluding termination of employment due to your death or
Disability or termination of employment by the Company for cause.  “Cause” for this purpose means any of the
following as determined by the Company: (i) an act of gross negligence or
willful misconduct significantly injurious to the Company or any subsidiary, (ii) gross
dereliction of duties after notice to you and failure to 


 


2

















 


correct the deficiencies within a thirty
(30) day period thereafter, or (iii) fraud in your capacity as an
employee.


 


·                  There is no automatic vesting of your Units upon
a “Change in Control” (as defined in the 2005 Contingent Stock Plan).  However, the 2005 Contingent Stock Plan
provides for pro rata vesting of your Units if within two years following the
Change in Control your employment is terminated either by the Company without
Cause or by you for “Good Reason” (also as defined in the 2005 Contingent Stock
Plan).


 


·                  The Organization and Compensation Committee
retains the right in extraordinary circumstances to reduce any award which
would otherwise be payable, unless there has been a Change in Control, as
defined in the 2005 Contingent Stock Plan.


 


·                  This award is subject to the Company’s
Policy on Recoupment of Incentive Compensation, a current copy of which is
attached as Appendix C.


 


·                  Payments will be taken into account for purposes
of the Company’s employee benefit plans and programs only to the extent
provided under the terms of such plans and programs.


 


FOR MORE INFORMATION.


 


If you have any questions about your
award or Units or need additional information, contact H. Katherine White.


 


IN
WITNESS WHEREOF, the Company has caused this Award Grant to be executed by its
duly authorized officer, and you have hereunto set your hand, effective as of
the Grant Date stated above.


 


	
  SEALED
  AIR CORPORATION

  	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:
  

  	
  David
  H. Kelsey

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Sr.
  Vice Pres. &

  	
   

  	
   

  
	
   

  	
   

  	
  Chief
  Financial Officer

  	
   

  	
   

  



 


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APPENDIX A


 


SEALED AIR CORPORATION


PERFORMANCE SHARE UNITS PROGRAM


 


PURPOSE


 


The Sealed Air Corporation Performance Share Units Program (the “Program”)
has been established effective as of January 1, 2008 (the “Effective Date”)
to provide long-term incentive compensation to key employees who are in a
position to influence the performance of Sealed Air Corporation and its
subsidiaries (the “Company”), and thereby enhance shareholder value over
time.  The Program provides a significant
additional financial opportunity and complements other parts of the Company’s
total compensation program for key employees (base salary, annual incentive
plan, and benefits).


 


ELIGIBILITY
AND PERFORMANCE PERIODS


 


The Committee (as defined in the “Program Administration” section of
the Program) will determine which employees of the Company are eligible to
participate in the Program from time to time. 
Participants will be selected within 90 days after the beginning of each
multi-year performance cycle (“Performance Period”).  Each Performance Period will be of two or
more years duration as determined by the Committee and will commence on January 1
of the first year of the Performance Period. 
A new Performance Period will commence each year unless the Committee
determines otherwise.


 


TARGET
AWARDS


 


At the time a Participant is selected for participation in the Program
for a Performance Period, the Committee will assign the Participant a
Performance Share Units Target Award to be earned if the Company’s target
performance levels are met for the Performance Period (the “Target Award”).  The Target Award will be expressed as a
number of Performance Share Units under the Company’s 2005 Contingent Stock
Plan and will be evidenced by a Performance Share Units award grant consistent
with the provisions of the 2005 Contingent Stock Plan.


 


MAXIMUM
AND THRESHOLD AWARDS


 


At the time a Participant is selected for participation in the Program
for a Performance Period, the Participant will be assigned maximum and
threshold award levels, expressed as a percentage of the Target Award.  Maximum award level represents the maximum
percentage of the Target Award that may be paid to a Participant for a
Performance Period based on performance above target performance levels.  Threshold award level represents the minimum
percentage of the Target Award that may be paid to a Participant for a
Performance Period based on performance below target performance levels.  Performance below the threshold performance
award level will earn no incentive payments.


 


Any award of Performance Shares hereunder shall be subject to the
individual award limit applicable under the 2005 Contingent Stock Plan.


 


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PERFORMANCE MEASURES


 


Performance measures that may be used under the Program will be those “Performance
Measures” defined in the 2005 Contingent Stock Plan.


 


PERFORMANCE
GOALS


 


The Committee will designate, within 90 days of the beginning of each
Performance Period:


 


·                  The performance measures and calculation
methods to be used for the Performance Period;


 


·                  A schedule for each performance measure
relating achievement levels for the performance measure to incentive award
levels as a percentage of Participants’ Target Awards; and


 


·                  The relative weightings of the performance
measures for the Performance Period.


 


The
performance goals established by the Committee for a Performance Period are
intended to satisfy the “objective compensation formula” requirements of
Treasury Regulations Section 1.162-27(e)(2).


 


PERFORMANCE
CERTIFICATION


 


As soon as practicable following the end of each Performance Period and
prior to any award payments for the Performance Period, the Committee will
certify the Company’s performance with respect to each performance measure used
for that Performance Period.


 


AWARD
CALCULATION AND PAYMENT


 


For each Performance Period, individual incentive awards will be
calculated and paid to each Participant who is still employed with the Company
(subject to the special provisions below for employees who terminate employment
due to death, disability or retirement) as soon as practicable following the
Committee’s certification of performance for the Performance Period.  The amount of a Participant’s incentive award
to be paid based on each individual performance measure will be calculated
based on the following formula:


 


	
  Participant’s
  Target Award

  	
   

  	
   

  X

  	
   

  	
  Percentage
  of target award to be paid based on performance measure results

  	
   

  	
   

  X

  	
   

  	
  Relative
  weighting of performance measure

  	
   

  	
   

  =

  	
   

  	
  Amount
  of incentive award based on performance measure results

  



 


The
incentive amounts to be paid to the Participant based on each performance
measure will be summed to arrive at the Participant’s total incentive award
payment for the Performance Period.


 


5

















 


Payments from the Program to a Participant, if any, will be made in the
form of one share of the Company’s common stock for each Unit earned (rounded
up to the nearest whole share if such calculation otherwise would result in
issuance of a fractional share).  A
Participant receiving an award under the Program will also receive a cash
payment equal to the dividends that would have been paid during the Performance
Period on the Units earned by the Participant had the Units been actual shares
of Company common stock.


 


TERMINATION OF EMPLOYMENT
DUE TO DEATH, DISABILITY, RETIREMENT


 


If a Participant’s
employment terminates due to the Participant’s death or disability (as defined
in the 2005 Contingent Stock Plan) or retirement (as defined below) during the
Performance Period, the Participant (or the Participant’s estate, in the event
of the Participant’s death) will receive a pro rata payout following the end of
the Performance Period, based upon the portion of the Performance Period during
which the Participant was employed.  The
actual payout will not occur until after the end of the Performance Period, at
which time the performance and achievements during the Performance Period will
be used to determine the number of Units that the Participant would have earned
if the Participant had remained employed for the entire Performance Period
prior to applying the pro rata factor. 
Payouts to Participants whose employment terminates during the
Performance Period due to death, disability or retirement will be made at
approximately the same time as payouts are made to Participants who are still
employed by the Company. A Participant is considered to have retired if the
Participant’s employment with the Company terminates when the Participant has
at least 5 years of service and the Participant’s combined age and years of
service equals at least 70, but excluding termination of employment due to the
Participant’s death or disability or termination of employment by the Company
for cause.  “Cause” for this purpose
means any of the following as determined by the Company: (i) an act of
gross negligence or willful misconduct significantly injurious to the Company
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.


 


OTHER TERMINATION OF EMPLOYMENT


 


If
a Participant’s employment terminates prior to the end of a Performance Period
for any reason (whether voluntary or involuntary) other than death, disability
or retirement, the Participant will forfeit all rights to compensation under
the Program, except for any special provisions under the 2005 Contingent Stock
Plan in connection with certain terminations of employment following a Change
in Control or unless the Committee determines otherwise.


 


NEW
HIRES OR PROMOTIONS INTO ELIGIBLE POSITIONS


 


Participants
will become eligible for participation in the Program at their new position
level beginning with the Performance Period which begins on the January 1
immediately following their hire or promotion date.  No new performance awards or adjustments to
awards for Performance Periods that commenced prior to a Participant’s hire or
promotion date will be made.


 


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IMPACT
OF A CHANGE IN CONTROL


 


Any special vesting or payment rules with respect to awards under
the Program in connection with a Change in Control will be determined under the
provisions of the 2005 Contingent Stock Plan.


 


PROGRAM ADMINISTRATION


 


The Program will be administered by the Organization and Compensation
Committee of the Company’s Board of Directors in accordance with the terms of
the 2005 Contingent Stock Plan.


 


MISCELLANEOUS


 


(i)                                     Amendment and
Termination.  The
Committee may amend, modify, or terminate the Program at any time, provided
that no amendment, modification or termination of the Program shall reduce the
amount payable to a Participant under the Program as of the date of such
amendment, modification or termination.


 


(ii)                                  Incorporation
of 2005 Contingent Stock Plan.  The terms and provisions of the 2005
Contingent Stock Plan are incorporated herein by reference.  In case of any conflict between this Program
and the 2005 Contingent Stock Plan, the 2005 Contingent Stock Plan will
control.


 


(iii)                               Coordination With Other Company Benefit Plans.  Payments under the
Program will be taken into account for purposes of the Company’s employee
benefit plans and programs only to the extent provided under the terms of such
plans and programs.


 


(iv)                              Participant’s Rights.  A Participant’s rights and interests under
the Program may not be assigned or transferred by the Participant.  To the extent the Participant acquires a
right to receive payments from the Company under the Program, such right shall
be no greater than the right of any unsecured general creditor of the
Company.  Nothing contained herein shall
be deemed to create a trust of any kind or any fiduciary relationship between
the Company and the Participant. 
Designation as a Participant in the Program for a Performance Period
shall not entitle or be deemed to entitle the Participant to be designated as a
Participant for any subsequent Performance Periods or to continued employment
with the Company.


 


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APPENDIX B


 


Name:


 


Target Award:   Performance Share Units


 


Threshold Award Level: 25% of Target Award (for each of the two
performance goals)


 


Maximum Award Level:  200% of Target Award*


 






* excluding any increase due to
achievement of the Additional Goal and subject to the maximum under section 3
of the 2005 Contingent Stock Plan as currently in effect


 


Performance Goals: 
The percentage of the Target Award that will be earned will be based on
the results of two performance metrics over the three year period. The
performance metrics are:


 


·                  Volume Growth of Net Trade Sales


·                  Return on Invested Capital (ROIC)


 


Each metric will have a 50% performance
weighting. Each metric will be calculated separately based on the targets set
forth below. The results of each metric will determine the number of shares
earned for that metric. The total award will be the addition of the total
number of shares earned for each of the two performance metrics.


 


Volume Growth of Net Trade Sales:


The volume growth of net
trade sales includes volume growth only. It excludes the effects of price/mix
and foreign currency translation. The volume growth of net trade sales also
excludes any impacts on net trade sales from the acquisition(s) or disposition(s)
of a business or product. For example, should an acquisition be made in any of
the target years 2010 through 2012, then the amount of sales related to the
acquired business(es) or product(s) will be excluded from the volume
targets in net trade sales in the years 2010 through 2012.


 


Also, should a
disposition(s) be made in any of the target years 2010 through 2012, then
the amount of sales related to the business(es) or product(s) disposed of
will be excluded from the volume targets in net trade sales in the years 2010
through 2012 and the 2009 net trade sales results (base year) will be adjusted
to exclude the amount of net trade sales from the disposed business(es) or
product(s) using the 2009 (base year ) exchange rates. For the purpose of this
adjustment, the threshold, target and maximum goals have been set as three year
cumulative volume growth percentages above the 2009 (base year) reported net
trade sales using 2009 (base year) reported exchange rates.


 


The cumulative three year volume growth
over 2009 (base year) at threshold, target and maximum for the performance
period follows:


 




	
   

  	
   

  	
  Under 3.75%

  	
   

  	
  0

  	
  %

  
	
  Threshold:

  	
   

  	
  3.75%

  	
   

  	
  50

  	
  %

  
	
  Target:

  	
   

  	
  7.50% - 8.00%

  	
   

  	
  100

  	
  %

  
	
  Maximum:

  	
   

  	
  11.25% and above

  	
   

  	
  200

  	
  %

  






 


8

















 


Award levels based on cumulative volume
growth of net trade sales between any two of these levels would be based on a
pro-rata calculation of the number of shares earned, except that no shares for
this metric will be earned for three year cumulative volume growth below 3.75%.


 


Return on Invested Capital
(ROIC):


The ROIC metric measures the average
cumulative adjusted net operating profit after core tax (Adjusted NOPAT)
divided by average invested capital during the three year performance period.


 


The core tax represents the effective tax
rate adjusted for any exclusions described below.


 


Invested
Capital equals:


Total
debt


+
(Plus) Settlement liability and related accrued interest


+
(Plus) Total stockholders’ equity


-
(Less) Accumulated other comprehensive income


-
(Less) Cash and Cash equivalents


 


The three year average ROIC is calculated
as follows:


 


Cumulative Adjusted NOPAT for 2010 through 2012


Divided by


Average Quarter End Invested Capital from 12/31/09
through 12/31/12


That result Divided by


Three (years)


 


The three year average ROIC at threshold,
target and maximum for the performance period, subject to the exclusions set
forth below, follows:


 




	
   

  	
   

  	
  Under 7.7%

  	
   

  	
  0

  	
  %

  
	
  Threshold:

  	
   

  	
  7.7%

  	
   

  	
  50

  	
  %

  
	
  Target:

  	
   

  	
  9.6% - 10.0%

  	
   

  	
  100

  	
  %

  
	
  Maximum:

  	
   

  	
  11.5% and above

  	
   

  	
  200

  	
  %

  






 


Award levels based on three year average
ROIC between any two of these levels would be based on a pro-rata calculation
of the number of shares earned, except that no shares for this metric will be
earned for three year average ROIC under 7.7%.


 


Additional Goal: 
If either of the above threshold levels is achieved under the Volume
Growth of Net Trade Sales goal or the Return on Invested Capital goal, then the
number of shares earned for each participant can be increased (if the following
Additional Goal is achieved) or decreased (if the following Additional Goal is
not achieved) by up to 10% of the target amount for that participant at the
discretion of the Organization and Compensation Committee:


 


2012 safety result (TRIR) of 1.20 or
better for all currently wholly-owned facilities


 


Fractional Shares:  Fractional shares earned based on the Volume
Growth of Net Trade Sales goal, the Return on Invested Capital Goal and, if
applicable, the Additional Goal will be rounded up to the nearest whole
share.  No fractional shares will be
issued.


 


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Exclusions for calculation of
ROIC:


 


The performance goals
above shall exclude the effect of the following:


 


a.                           All
restructuring charges reported or accounted for in the 2010 through 2012
consolidated financial statements as “restructuring charges,” and restructuring
programs (including all unbudgeted charges, all restructuring related expense
such as termination benefits and equipment relocation related to the Corporation’s
global manufacturing strategy) if approved by the Board of Directors no later
than December 31, 2012.  This
exclusion shall include all restructuring charges approved by the Board of
Directors before 2010 that are recorded during 2010 through 2012.  For any restructuring programs approved
during 2010 through 2012 for which charges have been excluded, any expense
credits related to such programs will also be excluded.


 


b.                          All charges related to impairment of
goodwill in the calculation of operating expense or operating profit.


 


c.                           All expenses (including
litigation-related costs and expenses), liabilities and accruals related to or
arising from: (i) any liabilities that W.R. Grace & Co. or any of
its subsidiaries had agreed to assume or as to which any of them indemnified
the Corporation or any of its subsidiaries under any of the agreements entered
into in connection with the Cryovac Transaction (as defined in the Corporation’s
Financial Statements included in the Corporation’s Quarterly Report on Form 10-Q
for the quarter ended September 30, 2002); (ii) any claim or lawsuit
alleging that the Corporation or any of its subsidiaries is or may be liable
for any liabilities of W. R. Grace & Co., Fresenius Medical Care
Holdings, Inc., or any of their respective affiliates under any legal
theory, including without limitation any claim based on fraudulent transfer,
fraudulent conveyance, successor liability, or contractual obligation; (iii) any
costs incurred to settle the aforementioned liabilities, claims and lawsuits;
or (iv) any payment that the Corporation or any of its subsidiaries may be
required to make to any trust fund established under federal law providing for
the resolution of claims for bodily injury caused by asbestos exposure.


 


d.                          All expenses related to capital markets
transactions authorized by the Board of Directors.  Such transactions will include the repurchase
of bonds and stock to the extent included in the calculation of operating
expense or operating profit.


 


e.                           The effect (including related expenses)
of any acquisition or disposition transactions, whether or not closed during
2010 through 2012, provided that, as to transactions closed during 2010 through
2012 that were large enough to require Board of Director approval, the Board of
Directors has approved such transactions. 
However, the effect of any acquisition or disposition that closed prior
to 2010 shall not be excluded.


 


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Exclusions for calculation of
ROIC (cont’d):


 


f.                             The effect of any accounting changes
implemented during 2010 through 2012, such as IFRS or the discontinuance of the
Last-in, First-out (LIFO) method for calculating the value of inventory in the
United States.


 


Discretion:


 


Regardless of any
provision of the 2005 Contingent Stock Plan to the contrary, the Organization
and Compensation Committee will not exercise its discretion to adjust any award
downward below the amount that would otherwise be payable except in
extraordinary circumstances.


 


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APPENDIX
C


 


SEALED AIR CORPORATION


 


POLICY ON RECOUPMENT OF INCENTIVE COMPENSATION


FROM EXECUTIVES IN THE EVENT OF CERTAIN RESTATEMENTS


As amended for performance periods beginning on or after January 1,
2010


 


The
Organization and Compensation Committee of the Board of Directors has approved
the policy that the Company will, to the extent permitted by governing law,
require reimbursement to the Company of all or a portion of any annual
incentive compensation (whether payable in cash or by an award under the 2005
Contingent Stock Plan) and any Performance Share Units awards under the 2005
Contingent Stock Plan awarded to any executive officer of the Company or to the
leader of any business unit or function of the Company for performance periods
beginning on or after January 1, 2010, where:


 


(a)          the payment or award was
predicated upon the achievement of certain financial results that were
subsequently the subject of a restatement due to error or misconduct
(regardless of the executive officer’s or leader’s responsibility for such
error or misconduct), and


(b)         either no payment or award,
or a lower payment or award, would have been made to the officer or leader
based upon the restated results.


 


In
each case, upon a determination to seek recovery by the Board of Directors, the
Company will, to the extent practicable, seek to recover the amount by which
the officer’s or leader’s annual incentive compensation and/or Performance
Share Units award for the relevant period exceeded the lower amount that would
have been paid or awarded (or the entire amount, if nothing would have been
paid or awarded).  This may include the
cancellation of all or a portion of unvested awards or unpaid awards (or a
delay in payment of any such awards while financial results are under review by
the Company).


 


In
addition, any person who is subject to forfeiture of compensation or profits
from the sale of the Company’s securities under Section 304 of the
Sarbanes-Oxley Act of 2002 shall reimburse the Company the amount of such
compensation and profits.


 


In
addition to these reimbursements, the Company may take any other actions that
it deems appropriate to remedy any fraud or misconduct related to the
restatement based on a consideration of the relevant facts and circumstances.  These remedies would be in addition to any
actions imposed by law enforcement agencies, regulators, or other authorities.


 


2/18/2010


 


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