Exhibit 4.5
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 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
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
2
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 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
share
