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                                                                 Exhibit 10.21

                             SEALED AIR CORPORATION
                     PERFORMANCE-BASED COMPENSATION PROGRAM
                (AS ADOPTED EFFECTIVE FOR THE 2000 FISCAL YEAR)

    In order to entitle Sealed Air Corporation (the "Corporation") to deduct for
U.S. income tax purposes the compensation expense resulting from certain
performance-based compensation provided to certain officers and other eligible
employees (as defined below) pursuant to awards under the Corporation's
Contingent Stock Plan or under annual cash bonus arrangements, the following are
the terms under which such awards may be granted to such eligible employees as
provided in Internal Revenue Code Section 162(m) and the regulations thereunder,
as the same may be amended from time to time ("Section 162(m)"):

I. ELIGIBLE EMPLOYEES:

    The class of employees eligible for awards under this program ("eligible
employees") consists of the chief executive officer of the Corporation, the
other four most highly compensated executive officers of the Corporation, and
other officers and key employees of the Corporation or any of its subsidiaries
selected by the committee of the Board of Directors (the "Committee") that is
authorized by the Board of Directors to establish and administer performance
goals under this program. The Committee will be comprised of "outside directors"
as that term is defined in Section 162(m).

II. PERFORMANCE-BASED AWARDS OF COMMON STOCK:

    Performance-based awards of shares of the Corporation's Common Stock under
the Contingent Stock Plan of Sealed Air Corporation can be made based upon
achievement of pre-established objective goals during a performance period
(which may be the calendar year) established by the Committee, consistent with
the requirements of Section 162(m). If such goals are achieved, then an eligible
employee may be granted one or more awards of Common Stock under the Contingent
Stock Plan during the 12-month period following the performance period in an
aggregate amount up to the pre-established award level.

    The maximum amount of performance-based awards made in shares of the
Corporation's Common Stock under the Contingent Stock Plan to any eligible
employee under this program during any 12-month period may not exceed two-tenths
of 1% (0.2%) of the issued and outstanding shares of the Corporation's Common
Stock at the beginning of such period. The Committee retains the sole and
exclusive discretion to set pre-established award levels for awards under the
Corporation's Contingent Stock Plan at an amount less than the maximum level
specified in the prior sentence and to reduce (including a reduction to zero)
any award to be made in shares of Common Stock under the Contingent Stock Plan
that is otherwise payable under the program.

III. PERFORMANCE-BASED AWARDS OF CASH:

    Performance-based awards of cash under the Corporation's annual cash bonus
arrangements can be made to eligible employees based upon achievement of
pre-established objective goals during a calendar year performance period. If
such goals are achieved, the eligible employee may be granted an annual cash
bonus for such year in an amount of up to one percent (1%) of the Corporation's
net earnings for that fiscal year, provided, however, that the Committee in its
sole and exclusive discretion may reduce (including a reduction to zero) any
award to be made in cash to any eligible employee that is otherwise payable
under the program for such year. At the sole and exclusive discretion of the
Committee, an annual cash bonus may be paid although such goals have not been
achieved if the eligible employee dies or becomes disabled during the
performance period or a "change in control" (as defined in the Contingent Stock
Plan) occurs during the performance period.


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IV. PRE-ESTABLISHED OBJECTIVE GOALS:

    Performance-based awards under this program will require attainment of
objective, pre-established goals based on one or more of the following criteria:
growth in net sales, operating profit, net earnings, measures of cash flow,
measures of expense control, earnings before interest and taxes (commonly called
EBIT), earnings before interest, taxes, depreciation and amortization (commonly
called EBITDA), earnings per share, successful completion of strategic
acquisitions, joint ventures or other transactions, or any combination of the
foregoing goals. Pre-established goals and award levels will be established by
the Committee in writing during the first 90 days of the performance period (or
during the first 25% of the performance period if the performance period is less
than a year), provided that the outcome is substantially uncertain at the time
the Committee establishes the goal. Except as specified in this program,
performance goals may not be changed once set. No stock grants or cash payments
will be made until the Committee has certified that the performance goals have
been met.

V. ADDITIONAL PROVISIONS:

A. The limits on awards made in the Corporation's Common Stock and in cash are
    cumulative, that is, the Corporation may grant to any eligible employee in
    any year awards up to the specified limits both for Common Stock and for
    cash. While the limits are annual, performance-based awards need not be made
    every year, and the Committee shall have the discretion to determine the
    intervals between successive performance-based awards.

B.  In the event of any change in the Corporation's capitalization, such as
    through a stock split, stock dividend, recapitalization, merger or
    consolidation, appropriate adjustments will be made by the Board of
    Directors to the maximum amount of performance-based awards that may be made
    in shares of the Corporation's Common Stock during any 12-month period to an
    eligible employee, to the pre-established award level for any award to be
    made in shares of the Corporation's Common Stock, to the amount of any
    performance-based award to be made in shares of the Corporation's Common
    Stock that has been approved by the Committee before such change occurred
    but not yet made as of such change and the purchase price per share for the
    shares subject to such award, and to any pre-established goal that is based
    upon the Corporation's capitalization, such as earnings per share. For the
    purpose of determining whether a goal has been attained, the Committee may
    also disregard any change in accounting standards required by the Financial
    Accounting Standards Board that is adopted after a performance goal has been
    established.

C.  The Committee shall be entitled at its discretion to approve awards under
    the Contingent Stock Plan, cash bonuses or compensation under any other
    compensation plan or arrangement that does not meet the requirements of
    Section 162(m) and thus may be partly or fully non-deductible by the
    Corporation for U.S. income tax purposes.

D. Except as provided above and subject to the stockholder approval requirements
    of Section 162(m), the Committee shall have complete power and authority to
    amend, suspend or terminate any or all terms of the performance-based
    compensation program, except that it may not alter performance goals or
    increase pre-established award levels once they have been established for a
    performance period. The Committee shall have full authority to administer
    the performance-based compensation program and to interpret the program's
    terms and establish rules for the administration of the program, although
    the Committee may consider recommendations from the Chief Executive Officer
    of the Corporation or from directors who are not members of the Committee.
    The Committee's determinations under the program shall be final.

E.  An eligible employee's rights and interests under the program may not be
    assigned or transferred by the eligible employee. To the extent an eligible
    employee acquires a right to receive an award under the program, such right
    shall be no greater than the right of any unsecured general creditor of the


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    Corporation. Nothing contained in the program shall be deemed to create a
    trust of any kind or any fiduciary relationship between the Corporation and
    an eligible employee. Designation as an eligible employee under the program
    shall not entitle the employee to continued employment with or, if
    applicable, continuation as an officer of the Corporation or any of its
    subsidiaries.

F.  The program shall be construed and governed in all respects under the laws
    of the United States to the extent applicable and, to the extent such laws
    are not applicable, under the laws of the State of New Jersey.

    The foregoing terms of the performance-based compensation program shall
become effective as of the Corporation's 2000 fiscal year, subject to the
approval by the affirmative vote of a majority of votes cast by the stockholders
of the Corporation at the 2000 annual meeting of stockholders.