Exhibit 4.5


 


RESTRICTED STOCK UNIT 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 Restricted Stock Units


 


Subject to the terms, conditions and restrictions
set forth elsewhere in this Agreement, the Corporation hereby grants to the
Employee a grant of *    *  Restricted Stock Units. The Restricted Stock
Units are 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
Restricted Stock Units


 


The
Period of Restriction applicable to the Restricted Stock Units 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 Units 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 Restricted Stock Units and to permit the
Restricted Stock Units 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 Restricted Stock Units nor any interest in
this Agreement or the shares of Common Stock to be issued upon vesting of the
Restricted Stock Units shall be sold, transferred, pledged or encumbered.


 


Section 3. Effect of Forfeiture


 


The
Employee shall have no further rights with respect to Restricted Stock Units
that are forfeited from and after the date of forfeiture.


 


Section 4. Issuance of Shares of Common Stock Upon
Vesting


 


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 Units have 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 one share of the Corporation’s Common
Stock, par value $0.10 per share (“Common Stock”), for each Restricted Stock
Unit.


 


Section 5. Ownership Rights


 


During
the Period of Restriction, the Employee shall not be entitled to voting rights
with respect to the Restricted Stock Units covered by this Agreement, nor to
the right to receive cash dividends unless the Committee should provide in its
sole discretion that such Restricted Stock Units shall receive dividend
equivalents payable in cash if a record date for payment of cash dividends payable
on outstanding shares of Common Stock occurs prior to the issuance of shares of
Common Stock with respect to the Restricted Stock Units covered by this
Agreement.


 


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Section 6. Securities and Other Regulations


 


The
Corporation shall not be required to deliver any shares of Common Stock upon
vesting of any Restricted Stock Units 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 7. Registration of Shares


 


The
Corporation shall be under no obligation to register any shares of Common Stock
issued or to be issued with respect to the Restricted Stock Units covered by
this Agreement under the Securities Act of 1933.


 


Section 8. No Rights in Common Stock


 


Following
vesting, 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 with
respect to the Restricted Stock Units granted under 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 9. 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 shares of Common Stock are issued with
respect to the Restricted Stock Units covered by this Agreement, 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 Units covered by this Agreement, as may be determined to be


 


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appropriate
and equitable by the Committee, in its sole discretion, to prevent dilution or
enlargement of rights.


 


Section 10. Action by Corporation


 


Neither
the existence of this Agreement nor the grant of Restricted Stock Units 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 9, 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 11. 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 12. 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 Restricted Stock Units and the right to acquire shares of Common Stock under
the Plan upon vesting 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 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 13. Effect on Compensation


 


The
grant of Restricted Stock Units 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


 


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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 Units under the 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 14. 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 Units granted under this
Agreement or the shares of Common Stock to be issued upon vesting of the
Restricted Stock Units, 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 Common Stock to be issued 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 certificates or a book entry
statement representing shares of Common Stock covered by this Agreement until
the Employee complies with any withholding obligation.


 


Section 15. 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 Units
covered by this Agreement.


 


Section 16. 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


 


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with
respect to the grant of Restricted Stock Units under this Agreement, the end of
the Period of Restriction, the issuance of Common Stock with respect to the
Restricted Stock Units, or the sale or other disposition of such Common Stock.


 


Section 17. 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.


 


Section 18. 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 19. 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.


 


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Section 20. 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 21. 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.


 


Section 22. 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 Unit
Agreement as of the day and year first above written.


 


 


	
   

  	
  SEALED
  AIR CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  
	
  [Corporate
  Seal]

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  



 


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  Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  [L.S.]

  
	
   

  	
   

  
	
   

  	
  Employee

  
	
   

  	
   

  
	
   

  	
  Address
  of Employee:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Home
  Telephone No.

  	
   

  
				



 


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