EXHIBIT 4.4
RESTRICTED STOCK PURCHASE AGREEMENT
AGREEMENT dated as of July , 1998 between SEALED AIR
CORPORATION, a Delaware corporation (the "Corporation"), and
(the "Director").
The Restricted Stock Plan for Non-Employee Directors (the "Plan")
of Sealed Air Corporation is designed to enhance the ability of the
Corporation to attract and retain Non-Employee Directors (as defined in
Section 3 of the Plan) of exceptional ability and to promote the common
interest of directors and stockholders in enhancing the value of the
Corporation's common stock, par value $0.10 per share ("Common Stock"). The
Director is now a Non-Employee Director of the Corporation and is eligible to
receive grants of shares of Common Stock under the Plan.
NOW, THEREFORE, the Corporation and the Director 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 Director and the Director purchases from the
Corporation **1,200** shares of 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 deliver to the Director a certificate representing such
shares of Common Stock within a reasonable time after execution of this
Agreement.
Section 2. Terms and Conditions of Restricted Stock Plan for Non-
Employee Directors of Sealed Air Corporation
The Director agrees that all shares of Common Stock issued
pursuant to this Agreement shall be held in accordance with the terms and
conditions of the Plan. The authority of the Corporation to enter into this
Agreement and to issue shares of Common Stock pursuant hereto is
derived exclusively from the Plan. If any terms or conditions of this
Agreement conflict with any terms or conditions of the Plan, the terms and
conditions of the Plan shall control.
Section 3. Restriction on Transfer
Except as permitted in Section 4(c) of the Plan, no shares of
Common Stock issued pursuant to this Agreement, or any interest therein, shall
be sold, transferred, pledged, encumbered or otherwise disposed of (including
by way of gift or donation) by the Director so long as the Director shall
remain a director of the Corporation, except that such restriction may expire
earlier as provided by Section 6 of the Plan.
Section 4. Undertakings of Director
The Director represents and agrees that he or she will comply with
the Securities Act of 1933, as amended (the "Securities Act"), and the
Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"),
with respect to such shares, and he or she will indemnify the Corporation for
any costs, liabilities and expenses that it may sustain by reason of any
violation of the Securities Act or the Securities Exchange Act caused by any
act or omission on his or her part with respect to such shares.
Section 5. Government and Other Regulations and Restrictions;
Legends
The obligation 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 Director 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.
The Director also acknowledges that, so long as the restrictions on transfer
imposed by the Plan remain in effect, all shares issued under the Plan shall
be represented by certificates that will be imprinted with the legend set
forth in Section 9 of the Plan and shall have in effect a stop-transfer order
with respect thereto.
Section 6. Payment of Withholding Tax
The Director undertakes to comply with any appropriate requests
that may be made by the Corporation in respect of the withholding of any
federal, state or local taxes and any other charges that may be required by
law to be withheld by reason of a grant or the issuance of shares of Common
Stock pursuant to the Plan.
Section 7. 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 ▇▇
▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, attention of the Secretary of the
Corporation, or to the Director at the address set forth below or at such
other address as either party may designate by notice to the other.
Section 8. Applicable Law
This Agreement shall be governed and construed in accordance with
the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed pursuant to due authorization, all as of the day and year first
above written.
SEALED AIR CORPORATION
By_________________________________
President
[Corporate Seal]
Attest:
___________________________
Secretary
___________________________________
Director
Address of Director:
____________________________________
____________________________________
____________________________________
6/98
wpdocs\dirstock\1998\1998form.agr
