Exhibit 10.2
CONTINGENT STOCK PURCHASE AGREEMENT
AGREEMENT dated as of between SEALED AIR CORPORATION, a Delaware
corporation (the "Corporation"), and (the "Employee").
The Employee is now an officer of the Corporation and has been selected by
the Organization and Compensation Committee (the "Committee") of the Board of
Directors of the Corporation as one who is in a position to make a significant
contribution to the growth and success of the Corporation. Pursuant to the
Contingent Stock Plan of Sealed Air Corporation (the "Plan"), the Corporation
desires to provide an incentive to the Employee which will permit him to share
directly in the growth of the Corporation and to further identify his interests
with those of the stockholders of the Corporation.
NOW, THEREFORE, the Corporation and the Employee mutually agree as follows:
Section 1. Purchase and Sale of Stock
Subject to the terms and conditions hereinafter set forth, the Corporation
hereby sells to the Employee and the Employee purchases from the Corporation
* * shares of the $0.10 par value Common Stock of the Corporation
("Common Stock") for a purchase price of $1.00 per share (subject to adjustment
pursuant to Section 7 of the Plan) (the "Issue Price"), receipt of which the
Corporation hereby acknowledges. The Corporation will cause to be issued in the
name of the Employee a certificate representing such shares of Common Stock
within a reasonable time after execution of this Agreement.
Section 2. Representation
The Corporation represents that all shares of Common Stock issued pursuant
to this Agreement will be duly authorized, validly issued, fully-paid and
nonassessable.
Section 3. Repurchase Option and Period of Restriction
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During the period beginning with the date of this Agreement and ending on
the third anniversary of such date, and except as provided below, the Common
Stock issued pursuant to this Agreement shall be subject to an option (the
"Repurchase Option") in favor of the Corporation to reacquire such Common Stock
at a price per share equal to the Issue Price. Neither the shares of Common
Stock issued pursuant to this Agreement nor any interest therein shall be sold,
transferred or encumbered until the Repurchase Option may no longer become
exercisable. The Repurchase Option shall become exercisable only upon the
termination of employment of the Employee with the Corporation or any of its
subsidiaries other than as a result of the Employee's death or permanent and
total disability.
Section 4. Exercise of the Repurchase Option
The Repurchase Option shall be exercised in whole or in part by the
Corporation, if at all, by its sending written notice of such exercise to the
Employee at the address specified in or pursuant to Section 10 within 120 days
after the Employee's termination of employment. Such notice, which may be
delivered in person or sent by registered or certified mail, postage prepaid, or
by any other delivery service that provides written confirmation of delivery,
shall also set forth the address to which and the date on which the certificates
representing the Common Stock in respect of which the Repurchase Option is being
exercised, duly endorsed for transfer, should be sent, unless such certificates
are being held by the Corporation. The date specified shall not be less than ten
days nor more than thirty days from the date of such notice. The Employee or his
successor in interest with respect to such shares shall have no further rights
as a stockholder from and after the date so specified in such notice and agrees
that the Common Stock represented by such certificate shall be deemed canceled
and returned to the treasury of the Corporation and that the Employee will have
no further incidents of ownership, including the right to receive dividends or
other distributions. If the certificates are duly delivered in accordance with
the
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written notice, the Corporation shall promptly send to the Employee its check in
the amount of the Issue Price for such shares. The Corporation shall affix to
the certificates any required stock transfer stamps. If the certificates are not
so delivered, the Corporation shall deposit the required amount of payment in an
escrow account in the name of the Employee to be held therein until such
certificates are delivered to the Corporation and the Corporation shall
immediately advise its transfer agent of such action. In addition, if the
certificates are not so delivered, the Employee shall repay to the Corporation
any dividends or other distributions which may have become payable of record on
or after the date on which the Employee was required to deliver the certificates
to the Corporation and agrees to reimburse the Corporation all of its expenses
(including attorneys' fees) incurred in connection with any steps the
Corporation may take to cancel the certificates or to obtain the repayment of
such dividends or other distributions, or both.
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 3 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 Contingent Stock Plan of Sealed Air Corporation which
Plan provides that the shares issued pursuant thereto are subject to an
option in favor of Sealed Air Corporation to reacquire such shares at a
price which may be significantly lower than their fair market value and
that neither such shares nor any interest therein may be sold, transferred
or encumbered until the expiration of such option. If such option is
exercised, 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 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. Upon
expiration of the Repurchase Option, an Employee may surrender to the
Corporation the certificate or certificates
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representing such shares in exchange for a new certificate or certificates, free
of the above legend.
Section 6. Government and Other Regulations and Restrictions
The obligations of the Corporation to issue Common Stock upon execution of
this Agreement shall be subject to all applicable laws, rules and regulations
and to such approvals by governmental agencies as may be required. The Employee
consents to the imprinting of the following legend on any certificate or
certificates evidencing such shares and to the entry of a stop-transfer order
with respect thereto in the records of the Corporation's transfer agent:
The shares represented by this certificate may be sold,
transferred or otherwise disposed of only if registered under the
Securities Act of 1933, as amended, or if in the opinion of counsel to
Sealed Air Corporation, an exemption from registration is available.
Section 7. Registration of Shares
The Corporation shall be under no obligation to register any shares of
Common Stock under the Securities Act of 1933.
Section 8. 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 issued pursuant to this
Agreement until the 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. Injunctive Relief
In addition to any other rights or remedies available to the Corporation as
a result of the
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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 10. 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 Park 80 East, Saddle
Brook, New Jersey 07663, 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 11. Subsidiaries
The subsidiaries of the Corporation referred to in this Agreement are those
corporations, joint ventures or other entities in which the Corporation owns,
directly or indirectly, in the aggregate at least 50 percent of the voting power
of the classes of stock of such entity entitled to vote and those partnerships,
joint ventures and other entities in which the Corporation owns, directly or
indirectly, a 50% or more interest in the capital account or earnings.
Section 12. Adjustments
In the event of changes in the Common Stock of the Corporation after the
date of this
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Agreement by reason of any stock dividend, split-up, combination of shares,
reclassification, recapitalization, merger, consolidation, reorganization, or
liquidation: (a) the Repurchase Option and the restrictions described in Section
3 and the requirement of a legend on stock certificates as described in Sections
5 and 6 shall apply to any securities issued in connection with any such change
in respect of Common Stock issued pursuant to this Agreement, and (b)
appropriate adjustments shall be made by the Committee as to (i) the number of
shares to be delivered and the price per share to be paid by the Corporation
upon the exercise, in whole or in part, of the Repurchase Option, (ii) the
number of shares to be delivered and the Issue Price where such change occurs
after the date of this Agreement but before the date the stock covered by this
Agreement is delivered, and (iii) the number and class of shares available under
the Plan in the aggregate.
Section 13. 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
estate and the executors, administrators or trustees thereof, his heirs and
legatees and any receiver, trustee in bankruptcy or representative of his
creditors.
Section 14. 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, with or
without cause.
Section 15. Payment of Withholding Tax
If, in the opinion of counsel for the Corporation, any federal, state or
local taxes or any
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other charges may now or later be required by law to be withheld by the
Corporation or one of its subsidiaries from the wages or salary of the Employee
by reason of this Agreement or otherwise with respect to the Common Stock
governed hereby, the Employee agrees to pay to the Corporation or such
subsidiary, as the case may be, on five days written demand from the Corporation
or such subsidiary an amount equal to such withholding tax or charge.
Section 16. Action by Corporation
Neither the existence of this Agreement nor the issuance of Common Stock
pursuant hereto 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 12, 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 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. If the
Committee is not acting, its functions shall 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. Applicable Law
This Agreement shall be governed and construed in accordance with the laws
of the State of Delaware.
Section 19. Terms and Conditions of Contingent Stock Plan of
Sealed Air Corporation
The authority of the Corporation to enter into this Agreement and the
issuance of shares
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of Common Stock pursuant hereto is derived exclusively from the Plan and from a
resolution of the Committee granting the Employee the right to purchase shares
of Common Stock pursuant to the Plan (the "Resolution"). In the event that any
terms or conditions of this Agreement are in conflict with any terms or
conditions of the Plan or of the Resolution, the terms and conditions of the
Plan or Resolution shall control.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be duly
executed under its corporate seal and the Employee has hereunto set his hand and
seal, all as of the day and year first above written.
SEALED AIR CORPORATION
By
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[Corporate Seal] Chief Financial Officer
Attest:
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Secretary
[L.S.]
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Employee
Address of Employee:
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