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 the date of a Change in Control. 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


 


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the earlier occurrence of the Employee’s death or Disability, provided
that the Restricted Stock 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
granted 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


 


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applicable to the Restricted Stock, including the right to receive any
cash dividends that may be paid on the Restricted Stock.


 


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


 


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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 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


 


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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 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


 


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provision of the Plan, the Corporation may refuse to issue or to
deliver to the Employee 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 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 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,


 


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administrators or trustees thereof, his or her heirs and legatees and
any receiver, trustee in bankruptcy or representative of his or her creditors.


 


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

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Corporate
  Seal]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [L.S.]

  
	
   

  	
  Employee

  
	
   

  	
   

  
	
   

  	
  Address of
  Employee:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Home
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