Exhibit 10.20
AGREEMENT AND RELEASE
December 13, 2000
TO: Xxxxxxx X. Xxxxx
FROM: Xxxxxxx X. Xxxxxx
This memorandum sets forth our agreement related to your leaving employment with
Sealed Air Corporation and its subsidiary, Cryovac Inc. (collectively "Sealed
Air").
1. EMPLOYMENT
We confirm that your last date of active employment will be June 30,
2001. Your salary will continue until that date and your active Sealed
Air employee benefit coverages will also continue until that date
(provided you continue to pay any required premiums). Also, certain
benefit coverages will continue during the period that you are
receiving severance payments (see Section 3). If you have any questions
regarding Sealed Air employee benefits, please refer to the appropriate
Summary Plan Descriptions or call Xxx Xxxx at Sealed Air's Park 80
Office in Saddle Brook, New Jersey.
You have advised that you will resign as an officer of Sealed Air
Corporation (and from all positions you hold as officer or director of
any of Sealed Air Corporation's subsidiaries) as of December 31, 2000,
and that you do not wish to be considered a candidate for appointment
to any of these positions at any time thereafter, even though you will
continue to serve as an employee until June 30, 2001.
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2. UNUSED VACATION PAYMENT
You will receive a lump sum payment for any accrued 2001 vacation time
remaining unused as of your last date of active employment in
accordance with Sealed Air's vacation policy. Since you were hired
prior to January 1, 1983, you will also be paid the additional vacation
committed at the time of accrual conversion, if not already paid or
used. This payment for unused vacation will be made in the month
following your last day of active employment and will be subject to
legally required and authorized deductions.
3. SEVERANCE BENEFITS
a.) You will receive one and one-half weeks pay for each year
of service plus an additional 13 weeks for a total of 65 weeks
of severance pay. You will receive severance pay at your
current base pay level of $23,750.00 per month (subject to
legally required and authorized deductions) during the period
commencing immediately after your last date of active
employment and ending on September 27, 2002. Payments will be
made on regularly scheduled payroll dates.
b.) During the period that you are receiving severance pay,
you will continue to be eligible to participate in Sealed
Air's Medical and Dental coverages, provided you continue to
make any required contributions and the plans continue to be
available to employees.
c.) The period that you receive severance payments hereunder
will be considered service and active employment under the X.
X. Xxxxx & Co. Stock Incentive Plans, subject to the approval
of such approach by the Organization and Compensation
Committee (the "Compensation Committee") of the Board of
Directors of Sealed Air Corporation. The period that you
receive severance benefits hereunder will also be considered
continued employment for the purpose of payment of your
deferred compensation account under the Compensation Deferral
Agreement entered into as of September 20, 2000 between you
and Sealed Air Corporation.
The provisions of this Paragraph (c) will put you in the same
position as an active employee who retires on the date your
severance payments ends with regard to the specific plan
provisions mentioned in this Paragraph (c).
You agree that you will be solely responsible for any
federal, state or local income taxes or property taxes that
accrue as a result of the above.
4. CONTINUATION OF MEDICAL AND DENTAL COVERAGE AFTER SEVERANCE PERIOD
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At the time you are to receive your last severance payment, you will
be notified of your right to elect coverage under the Sealed Air
Medical and Dental Plans by paying the full cost of such coverage
(which is sometimes called "COBRA Coverage") for a period of up to
eighteen months after your severance payments cease. We understand
that you have the right to start coverage under the X. X. Xxxxx & Co.
retiree medical plan whenever you elect such coverage to start. If X.
X. Xxxxx & Co. retiree medical plan should cease to be available to
you (except if you cancel such coverage or stop paying for such
coverage), then you may enroll in Sealed Air's Retiree Medical Plan as
then in effect. Your cost for such retiree medical coverage in Sealed
Air's Retiree Medical Plan will be the full cost of such benefits
rather than the special transitional rate provision that applies to
certain Cryovac employees whose combination of age and service on
March 31, 1998 totaled 70 and more, except that if Sealed Air offers
eligibility at the special transitional rate provision to those
Cryovac employees who met such age and service criterion but are
eligible to participate in the retiree medical plan provided by X. X.
Xxxxx & Co., then you will also be offered such special transitional
rate provision.
5. OTHER BENEFIT PLANS
Your participation in all employee benefit plans and programs other
than those specifically referred to in this Agreement after you are no
longer actively employed shall be governed by the terms of each of
those plans and programs. As noted above, if you have any questions
regarding Sealed Air employee benefits, please refer to the
appropriate Summary Plan Descriptions or call Xxx Xxxx at Sealed Air's
Park 80 Office in Saddle Brook, New Jersey.
You will not be eligible for a 2001 contribution to the Profit Sharing
Plan since you will not be actively employed (as provided in that
Plan) on December 31, 2001.
Subject to the provisions of Section 3(c) above, your Deferred
Compensation Accounts will be paid to you in accordance with your
original elections.
6. BONUSES
Your 2000 bonus will be based on the attainment of the goals
established by the Compensation Committee in February 2000 under
Sealed Air's Performance-Based Compensation Program. Assuming those
goals are attained, your 2000 bonus will also be based on your
individual performance and the performance of Sealed Air and the
Cryovac Division during the year 2000. Your 2001 bonus will be
pro-rated based on the months of your active employment during 2001.
Your 2001 bonus objectives will be based on the corporate and business
unit performance for the entire bonus period, as well as your
individual performance during the portion of the year during which you
are actively employed. Your 2001 bonus payment will be made at the
same time as such payments are made to active employees. You will not
be eligible for a bonus for 2002.
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7. CONTINGENT STOCK AWARD
On April 2, 1998, you were awarded the right to purchase 11,500 shares
of Sealed Air Common Stock under the Contingent Stock Plan of Sealed
Air Corporation. As provided in such Plan, such shares were issued
subject to Sealed Air's right to re-acquire such shares if your
employment ended prior to June 1, 2001. Since your last date of active
employment will be June 30, 2001, Sealed Air's right to repurchase
such shares of Common Stock will expire during your active employment
under the terms of the original award.
In addition, on April 22, 1999, you were awarded the right to purchase
13,500 shares of Sealed Air Common Stock under the Contingent Stock
Plan of Sealed Air Corporation. As provided for in such Plan, such
shares were issued subject to Sealed Air's right to re-acquire such
shares if your employment ended prior to April 22, 2002. The period
ending on April 22, 2002 is referred to in this letter as the
"Repurchase Period". Subject to the approval of the Compensation
Committee, Sealed Air will forego its right to repurchase such shares
of Common Stock upon termination of your employment on the terms and
conditions set forth below.
The 13,500 shares referred to in the preceding paragraph (the
"Retained Shares") will remain subject to Sealed Air's option to
repurchase such shares at your purchase price of $1.00 per share
through the Repurchase Period. Such option will become exercisable
only if you breach any of your obligations referred to in Sections 8
or 11 during the Repurchase Period. You agree that Sealed Air shall
also be entitled to enforce any other rights or remedies available to
it upon such breach. You agree that you will not sell, transfer or
encumber the Retained Shares during the Repurchase Period. You also
agree that Sealed Air may place a legend on the certificate
representing the Retained Shares indicating (1) that during the
Repurchase Period the retained shares cannot be sold, transferred or
encumbered, and (2) that Sealed Air has the right to repurchase the
Retained Shares in the event of your breach of such obligations during
the Repurchase Period. Upon any of the changes in the Common Stock
described in Section 15 of the Contingent Stock Plan, the restriction,
option and legend described in this paragraph shall apply to any
securities issued in connection with any such change in respect to the
Retained Shares. Following expiration of the Repurchase Period, if you
comply with such obligations, you may surrender to Sealed Air the
certificate representing the Retained Shares in exchange for a new
certificate free of the legend or for a statement from Sealed Air
representing the Retained Shares in book entry form free of such
legend.
8. OBLIGATIONS UNDER THE "1969 AGREEMENT" AND STATE LAW
Because of your significant management role in Cryovac's business for
a number of years and your position since March 31, 1998 as one of
Sealed Air Corporation's executive officers, you hold significant
confidential proprietary information of Sealed Air such as information
about the finances, business plans and programs, research and
development
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projects, products, manufacturing processes, raw materials, suppliers,
customers, marketing and sales of Sealed Air Corporation and Cryovac,
Inc., and their respective subsidiaries, and the predecessor companies
of such companies. You acknowledge and agree that disclosure to or use
by anyone other than Sealed Air of such information could cause
substantial damage to Sealed Air. You also understand and agree that
after you cease to be employed by Sealed Air, you remain subject to
the obligations under the agreement that you signed on July 28, 1969,
with X. X. Xxxxx & Co., a Connecticut corporation (the "1969
Agreement"), except as amended under Section 11 below and except that
Sealed Air Corporation shall be considered the Company under the 1969
Agreement. You also understand that this memo and the 1969 Agreement
will not affect your obligations under the South Carolina Uniform
Trade Secrets Law or any other applicable obligations that may limit
your disclosure or use of Sealed Air's confidential information.
9. RESPONSIBILITIES DURING TRANSITION PERIOD
During a suitable transition period, which shall end no later than the
completion of the severance period, you agree to make yourself
available for reasonable amounts of time to support the smooth
transition of the management of the Cryovac business. Also, through
the completion of your current term as President of the FPA, you will
continue to represent Sealed Air in various industry groups and
activities, including FPA, AMI, National Chicken Council, FPM & SA,
and Clemson University. During this period, Sealed Air will reimburse
you for reasonable and customary travel and entertainment expenses
incurred in such representation consistent with Sealed Air's employee
travel and entertainment expense policy.
10. CONSULTING SERVICES
At the completion of the severance period on September 27, 2002,
Sealed Air may be interested in continuing to utilize your knowledge
and expertise in the business and industry for some period thereafter.
At that time, Sealed Air may retain your services as a consultant for
a period of up to one year at a rate and on terms to be mutually
agreed upon. Neither you nor Sealed Air shall have any obligation to
enter into such a consulting arrangement, however.
11. NON-COMPETITION AGREEMENT
As part of this agreement, and in consideration for the severance
payments to be received, you agree that, except with Sealed Air
Corporation's consent, you will not engage, assist, or have any active
interest in any business (directly or indirectly, individually or in
combination with another or others, or as principal, partner, agent,
contractor, consultant, employee, officer or shareholder of a
corporation or otherwise) which is engaged in manufacturing, producing
and/or selling any product or products that competes with any product
manufactured or sold by Sealed Air Corporation or any of its
subsidiaries in the
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fields of food packaging or industrial protective packaging through
the end of the severance period, as well as during any additional
period for which you may be retained as a consultant, and for two
years thereafter. This provision shall not prohibit you from being a
shareholder who owns less than five percent of a publicly-traded
company. We agree that this non-competition agreement will replace the
non-competition provision (Section 4(b)) of the 1969 Agreement. Sealed
Air Corporation will give its consent in all cases where it has
received assurances satisfactory to it that its interests will be
properly safeguarded.
12. COMPANY CAR
You will be entitled to retain your company car during the period of
your active employment. You may purchase your company car when you
leave active employment under the terms available to employees who
leave employment in good standing. If you do not choose to purchase
your company car, you can agree to make arrangements to return the car
to Sealed Air no later than July 14, 2001, at the Duncan, South
Carolina location.
13. ENTIRE AGREEMENT AND GOVERNING LAW
This letter and the 1969 Agreement, as amended by this agreement, set
forth the entire agreement between you and Sealed Air concerning the
subject matter as discussed herein. This agreement and release shall
be governed by the laws of the state of South Carolina, without
reference to principles of conflicts of law, regardless of the
jurisdiction in which any action or proceeding may be instituted.
14. GENERAL RELEASE
In consideration for your signing this agreement, you acknowledge and
agree that Sealed Air will provide you with severance payments and
benefits to which you would not otherwise be entitled. You hereby
knowingly and voluntarily release and forever discharge the Sealed Air
Group from all claims that you may have. The Sealed Air Group includes
Sealed Air Corporation, Cryovac, Inc., Sealed Air Corporation (US),
and any and all of their past, present and future affiliates and
subsidiaries. The Sealed Air Group also includes all those entities'
past, present and future employees, officers, directors,
representatives, benefit plans, benefit plan fiduciaries and their
respective successors and assigns, whether acting in their individual
capacities or on behalf of the previously mentioned entities. You
release the Sealed Air Group from any and all claims, demands, causes
of action and liabilities of any kind. Included in this release are
claims that are known or unknown, fixed or contingent, that you may
have or claim to have, now or later, in any and all jurisdictions,
whether domestic or international, including those related in any way
to your employment or your separation from employment with the Sealed
Air Group. This release includes, but is not limited to, any claims
arising under any federal, state or local law prohibiting employment
discrimination based on race,
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color, national origin, sex, age, religion, disability or veteran
status. The statutory claims being released include, but are not
limited to, claims under Title VII of the Civil Rights Act of 1964,
the Civil Rights Act of 1866, the Civil Rights Act of 1991, the
Federal Rehabilitation Act, the Americans with Disabilities Act, the
Age Discrimination in Employment Act, the Older Workers Benefit
Protection Act, the Employee Retirement Income Security Act and the
South Carolina Human Affairs Law. You agree not to file a lawsuit or
initiate any other action against the Sealed Air Group to assert any
such claims. However, this release does not release your right to
enforce the terms of this Agreement.
Sealed Air releases and forever discharges you from any and all
claims, demands, causes of action and liabilities of any kind which it
may have through the date of the execution of this Agreement,
including but not limited to claims that are known or unknown, fixed
or contingent, that Sealed Air may have or claim to have, in any and
all jurisdictions whether domestic or international. However, Sealed
Air does not release or discharge its rights to enforce this
Agreement, the 1969 Agreement (as amended by this Agreement), the
South Carolina Uniform Trade Secrets Law or any other applicable
obligations that may limit your disclosure or use of Sealed Air's
confidential information.
15. ACKNOWLEDGEMENT
By signing this agreement and release, you acknowledge that:
A. You have carefully read this agreement and release and the 1969
Agreement.
B. You have had at least 21 days to consider signing this agreement
and release.
C. You have been advised to consult with a lawyer of your choice
before signing this agreement and release, and you have had a
reasonable period of time to do so.
D. You are making a voluntary, informed decision in signing this
agreement and release free of duress and coercion, and you realize
that you are forever surrendering important rights in signing this
agreement and release.
E. You understand that this agreement and release will not become
effective until the eighth day following the date on which you sign
it. Until the close of business on the seventh day after you sign it
you may revoke this agreement and release by delivering written
notification of revocation to Xxxxxxx X. Xxxxxx, Sealed Air
Corporation, Park 00 Xxxx, Xxxxxx Xxxxx, Xxx Xxxxxx 00000. Sealed Air
must receive your written revocation by that date and time. You
understand that if you revoke this agreement and release, you will not
receive any of the severance pay or benefits described in Section 3.
SEALED AIR CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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President and Chief Executive Officer
I HAVE READ THIS AGREEMENT AND RELEASE, I UNDERSTAND IT, AND I AGREE TO BE BOUND
BY ITS TERMS AND CONDITIONS.
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Date: 12/24/00
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