EXHIBIT 10.16


 


SEALED AIR CORPORATION


2002 STOCK PLAN


FOR NON-EMPLOYEE DIRECTORS


as amended December 16, 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. The amount of the Annual Retainer may be
expressed in cash, shares of Common Stock or a combination thereof, as more
fully described in Section 5(a) below.


 


(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-


 


1

















 


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 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.  Form and Payment of Retainers.


 


(a)  The Board may establish the amount
of the Annual Retainer either as an amount of cash, a number of shares of
Common Stock or a combination of an amount of cash and a number of shares of
Common Stock.  Regardless of how
expressed, the Board shall also determine the portion of the Annual Retainer to
be payable in cash and the portion to be payable by delivery of shares of
Common Stock, subject to the following additional rules:


 


(i)    
For any portion of the Annual Retainer expressed as cash and payable by
delivery of shares of Common Stock, the number of shares of Common Stock will
be determined in accordance with Section 5(c) below;


 


(ii)   
For any portion of the Annual Retainer expressed as a number of shares
of Common Stock and payable in cash, the amount of cash payable will be
determined in accordance with Section 5(d) below;


 


(iii)  
The Board may permit Non-Employee Directors to elect between forms of
payment in accordance with such rules as the Board may establish from time
to time; and


 


(iv)   
Notwithstanding any provision herein to the contrary (including any
Non-Employee Director election), at least 50% of the Annual Retainer shall be
payable as shares of Common Stock.


 


(b)  For any portion of the Annual
Retainer payable as cash, payment shall be made in a single payment as promptly
as practicable after the end of the calendar quarter in which the Plan Period
commences.  For any portion of an Interim
Retainer payable in cash, payment 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-


 


2

















 


Employee Director is elected between April 1 and the next annual
meeting of stockholders of the Corporation, then such portion of the Interim
Retainer shall be paid as promptly as practicable after the Non-Employee
Director is elected.


 


(c) For any portion of the Annual
Retainer expressed as an amount of cash and payable as shares of Common Stock
(either as required by the Board or as elected by a Non-Employee Director, if
permitted), the number of shares of Common Stock shall be calculated by
dividing the amount of such portion of the Annual Retainer 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”).  Similarly, for any portion of an Interim Retainer
expressed as an amount of cash and payable in shares of Common Stock, the number
of shares of Common Stock to be paid 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.


 


(d) For any portion of the Annual Retainer
expressed as a number of shares of Common Stock and payable in cash (either as
required by the Board or as elected by a Non-Employee Director, if permitted),
the amount of cash shall be calculated by multiplying the number of shares of
Common Stock by the Fair Market Value Per Share on the applicable annual
meeting date.  Similarly, for any portion
of an Interim Retainer expressed as a number of shares of Common Stock and
payable as cash, the amount of cash 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.


 


(e)  For any portion of the Annual Retainer or
any Interim Retainer payable as shares of Common Stock, such shares of Common
Stock shall be issued to each applicable Non-Employee Director as promptly as
practicable after the Non-Employee Director becomes entitled to receive them.


 


(f) 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


 


3

















 


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 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


 


4

















 


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.


 


5

















 


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,


 


6

















 


pledged, encumbered or otherwise disposed of
(including without limitation by way of gift or donation) except in accordance
with such Plan.  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.


 


7

















 


(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 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, 


 


8

















 


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 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.


 


9