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 the date of a
Change in Control. 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 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


 


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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 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.


 


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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 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 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 Park 80 East, Saddle Brook,
New Jersey 07663, 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 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.


 


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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

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  [Corporate
  Seal]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  [L.S.]

  
	
   

  	
   

  
	
   

  	
  Employee

  
	
   

  	
   

  
	
   

  	
  Address
  of Employee:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Home
  Telephone No.

  	
   

  	
   

  
								



 


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