Exhibit 10.3


 


(Form of)


 


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 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 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
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 


 


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a statement in book entry form representing the shares of Restricted
Stock to be paid 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 applicable to the Restricted Stock, including the right to
receive any cash dividends that may be paid on the Restricted Stock.


 


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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 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 


 


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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 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.


 


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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.  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, including the grant and vesting of the
Restricted Stock, 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 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 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.  In addition, the
Employee authorizes the Corporation and/or the Employee’s employer to 


 


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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 following the end of the Period of Restriction
in respect of the Restricted Stock, and at the time of payment, 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 if the Employee fails to comply with any withholding
obligation.


 


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 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 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.


 


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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.


 


Section 20.  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 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 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.


 


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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 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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