Exhibit
10.5


 


(Form of)


 


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 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 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 


 


2

















 


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 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 


 


3

















 


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.


 


Section 9.  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 or vesting of this Cash Award;
and (ii) do not commit to structure the terms of the grant or any aspect
of the Cash Award 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 Cash Award 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 Cash Award.  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.


 


4

















 


Section 10.  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 11.  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 12.  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.


 


5

















 


Section 13.  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 14.  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 15.  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 16.  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.


 


6

















 


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

  	
   

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
  [Corporate
  Seal]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  [L.S.]

  
	
   

  	
   

  	
  Employee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address
  of Employee:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Home
  Telephone No.

  	
   

  
						



 


7