Exhibit 4.4
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 unemployment 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
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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 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 appli
