Exhibit 10.2


 


(Form of)


 


RESTRICTED
STOCK UNIT AGREEMENT


 


(Stock
Leverage Opportunity Award)


 


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 was selected by the
Organization and Compensation Committee (the “Committee”) of the Board of
Directors of the Corporation to be given a leveraged opportunity to receive an
award of Restricted Stock or Restricted Stock Units under the 2005 Contingent
Stock Plan of Sealed Air Corporation pursuant to the Stock Leverage Opportunity
(SLO) provision of the Corporation’s Annual Incentive Plan for the 2008
calendar year.  This award of Restricted
Stock Units is made based on the portion of the Employee’s annual bonus award
for 2008 elected by the Employee to be received as such under the SLO provision
of the Annual Incentive Plan, the amount of the Employee’s annual bonus award
for 2008 as approved by the Committee, and the 25% premium applicable to such
award that was approved by the Committee.


 


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 second anniversary of that date,
except that the Period of Restriction shall end earlier upon termination of
employment following a Change in Control in the circumstances described in Section 7
(iii) of the Plan.  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, Disability or Retirement.  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, Disability or Retirement, 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.  “Retirement” for the purpose
of this Agreement shall mean termination of Employee status after five or more
years of employment with the Corporation and its Subsidiaries and as of the
Retirement date the number of years of employment plus the age of the Employee
equals 70 or more, provided that
Retirement shall not include termination of employment by the Corporation or
any of its Subsidiaries for Cause.


 


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, including no further right to have shares of
Common Stock issued or to receive dividend equivalents with respect to such
Restricted Stock Units.


 


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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, Disability or Retirement, 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 Common Stock for each Restricted Stock
Unit that has vested.  Shares will be
issued as soon as administratively practicable after the Period of Restriction
has ended, generally within 30 days.


 


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.  The Committee
has agreed that, on or about the date that shares of Common Stock are issued to
the Employee under Section 4 above, the Corporation shall make a payment
of dividend equivalents to the Employee in cash equal to the aggregate amount
of cash dividends (without interest) that would have been paid to the Employee
prior to the date of issuance if such shares had been issued to the Employee on
the date of this Agreement, provided that
the amount of the dividend equivalents payment will be adjusted appropriately
if any of the transactions noted in Section 9 have occurred prior to
issuance of the shares.


 


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.


 


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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 and except
as provided in Section 5, 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 appropriate and equitable
by the Committee, in its sole discretion, to prevent dilution or enlargement of
rights.


 


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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
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 


 


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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.  Tax-Related
Items


 


Regardless of any action the
Corporation or the Employee’s employer takes with respect to any or all income
tax, payroll tax or other tax-related withholding (Tax-Related Items), the
Employee acknowledges that the ultimate liability for all Tax-Related Items
owed by the Employee is and remains the Employee’s responsibility and that the
Corporation and/or the Employee’s employer (i) make no representations or
undertakings regarding the treatment of any Tax-Related Items in connection
with any aspect of the grant of Restricted Stock Units, including the grant and
vesting of the Restricted Stock Units, the subsequent sale of shares of Common
Stock issued following the end of the Period of Restriction and the receipt of
any dividends or dividend equivalents; and (ii) do not commit to structure
the terms of the grant or any aspect of the Restricted Stock Units to reduce or
eliminate the Employee’s liability for Tax-Related Items.  If the Corporation determines that it and/or
the Employee’s employer must withhold any Tax-Related Items as a result of the
Employee’s participation in the Plan, the Employee agrees as a condition of the
grant of the Restricted Stock Units to make arrangements satisfactory to the
Corporation and/or the Employee’s employer to enable it to satisfy all
withholding requirements, including, but not limited to, withholding any
applicable Tax-Related Items from the pay-out of the Restricted Stock
Units.  In addition, the Employee
authorizes the Corporation and/or the Employee’s employer to fulfill its
withholding obligations by all legal means, including, but not limited to:
withholding Tax-Related Items from the Employee’s wages, salary or other cash
compensation the Employee’s employer pays to the Employee; withholding
Tax-Related Items from the cash proceeds, if any, received upon sale of any
shares of Common Stock received in payment for the Restricted Stock Units; and
at the time of payment, 


 


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withholding shares of Common Stock
sufficient to meet minimum withholding obligations for Tax-Related Items.  The Corporation may refuse to issue and
deliver shares of Common Stock in payment of any earned Restricted Stock Units
if the Employee fails to comply with any withholding obligation.


 


Section 15.  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 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 16.  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 17.  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 


 


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this Agreement to the
Committee shall, in that event, be deemed to refer to the Board of Directors.


 


Section 18.  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 19.  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 200 Riverfront Boulevard, Elmwood Park, New
Jersey 07407, 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 20.  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 21.  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.


 


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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

  	
   

  
	
   

  	
   

  	
  Chief
  Financial Officer

  



 


[Corporate Seal]


 


Attest:


 


 


	
   

  	
   

  
	
  Secretary

  	
   

  



 


 


	
   

  	
   

  	
  [L.S.]

  
	
   

  	
   

  
	
   

  	
   

  	
  Employee

  
	
   

  	
   

  
	
   

  	
  Address of Employee:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Home Telephone No.

  	
   

  
					



 


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