Exhibit 10.4


 


(Form of)


 


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 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 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 that has vested.


 


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 


 


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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.


 


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 


 


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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.


 


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 


 


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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 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 


 


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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 following the end of the Period of Restriction
in respect of the Restricted Stock Units, 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 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 


 


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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 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.


 


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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.


 


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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