Exhibit 10.19
Fees to be Paid to the
Non-Management Directors
of
Sealed Air Corporation (the “Corporation”)
2006
Members of the Board of Directors
who are not officers or employees of the Corporation or any
subsidiary of the Corporation (“non-employee
directors”) shall be paid the following directors’ fees
in cash, payable quarterly in arrears on or about the first day of
the succeeding calendar quarter, which fees shall be in addition to
retainers payable to non-employee directors under the Sealed Air
Corporation 2002 Stock Plan for Non-Employee Directors:
(i) a fee of One Thousand
Five Hundred Dollars ($1,500) for each meeting of the Board of
Directors or any committee of the Board of Directors attended by a
non-employee director that is held in person, regardless of whether
the non-employee director attends an in-person meeting by
conference telephone or similar communications
equipment;
(ii) a fee of Seven
Hundred Fifty Dollars ($750) for each meeting of the Board of
Directors or any committee of the Board of Directors attended by a
non-employee director that is held by conference telephone or
similar communications equipment;
(iii) for each
non-employee director who is a member of the Audit Committee, the
Nominating and Corporate Governance Committee or the Organization
and Compensation Committee of the Board of Directors, a fee of Five
Hundred Dollars ($500) per
