0001564590-17-010132 Sample Contracts

Re:Potential Spin-Off or Sale of Diversey

Special Compensation Agreement • May 10th, 2017 • Sealed Air Corp/De • Plastic material, synth resin/rubber, cellulos (no glass) • North Carolina

• Contract Type
  Special Compensation Agreement
• Filed
  May 10th, 2017
• Company
  Sealed Air Corp/De
• Industry
  Plastic material, synth resin/rubber, cellulos (no glass)
• Jurisdiction
  North Carolina

In light of the announcement that Sealed Air Corporation (the “Company”) is pursuing a spin-off (a “Spin-Off”) of its Diversey Care division and the food hygiene and cleaning business within its Food Care division (collectively, “Diversey”), this letter agreement provides a summary of certain special compensation that you may be eligible to receive in the event of a Spin-Off.

PURCHASE AGREEMENT by and between SEALED AIR CORPORATION and DIAMOND (BC) B.V. Dated as of March 25, 2017

Purchase Agreement • May 10th, 2017 • Sealed Air Corp/De • Plastic material, synth resin/rubber, cellulos (no glass) • New York

• Contract Type
  Purchase Agreement
• Filed
  May 10th, 2017
• Company
  Sealed Air Corp/De
• Industry
  Plastic material, synth resin/rubber, cellulos (no glass)
• Jurisdiction
  New York

This PURCHASE AGREEMENT (this “Agreement”), is dated as of March 25, 2017, by and between Sealed Air Corporation, a Delaware corporation (“SEE”), and Diamond (BC) B.V., a private limited liability company incorporated under the laws of the Netherlands (“Buyer”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Annex A of this Agreement.