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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| Sealed Air Corporation | NYSE:SEE | NYSE | Common Stock |
| Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|
| 0.02 | 0.06% | 36.00 | 36.00 | 36.00 | 36.00 | 4,594 | 14:30:02 |
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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| • |
Annual Compensation. Mr. Kivits will receive an annual base salary of
$1,100,000, subject to annual review beginning in 2026. He will be eligible to receive an annual bonus under the Company’s bonus program for senior executives with a target bonus of 120% of his base salary, prorated for 2024 based on the
Start Date. He will also be eligible for annual grants of long-term incentive awards consistent with awards for other senior executives as determined by the Board’s People & Compensation Committee. The grant date value of the annual
awards will be $6,000,000. He will receive a prorated amount for his 2024 awards (based on the Start Date). The awards for 2024 and 2025 will be made 50% as time-vesting restricted stock units (“RSUs”) and 50% as performance share units
(“PSUs”) granted under the Company’s 2014 Omnibus Incentive Plan.
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| • |
New Hire Compensation. As an inducement to have Mr. Kivits accept the
Company’s offer of employment and recognizing that Mr. Kivits will forfeit certain compensation from his current employer, the Offer Letter provides the following additional compensation on the Start Date:
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| o |
Sign-On Bonus. Mr. Kivits will receive a cash sign-on bonus of $3,500,000
shortly following the Start Date. Mr. Kivits must repay the sign-on bonus in full if his employment ends within two years after the Start Date for any reason other than termination by the Company without “Cause” or his voluntarily
resignation for “Good Reason” (as those terms are defined in the Company’s Executive Severance Plan).
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| o |
Sign-On Equity Award. Mr. Kivits will receive an RSU award granted on the
Start Date with a grant date value equal to $5,600,000. The RSUs will vest in three substantially equal annual installments beginning on the first anniversary of the Start Date, subject to Mr. Kivits’ continued employment through each
vesting date. The RSUs will include treatment on termination of employment or change in control of the Company consistent with the Company’s standard form of RSU award agreement, except that the RSUs will fully vest if Mr. Kivits’
employment is terminated by the Company without Cause, or if Mr. Kivits resigns for Good Reason, in either case subject to the terms and conditions of the Executive Severance Plan.
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| • |
Other Benefits. Mr. Kivits will receive other standard retirement and
health and welfare benefits under the terms of the Company’s benefit plans as generally applicable to the Company’s senior executives, including the Company’s Executive Severance Plan. See the Company’s Current Report on Form 8-K filed on
June 4, 2024 regarding the CEO level of benefits which will apply to Mr. Kivits under the Executive Severance Plan. Mr. Kivits will be expected to relocate to the Company’s
Charlotte, NC headquarters. He will be eligible to receive relocation benefits pursuant to the Company’s relocation policy.
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| • |
Annual Compensation Adjustments. Effective on the Start Date, Mr.
Semach’s annual base salary is increased to $850,000 and his target bonus is increased to 100% of his base salary. In addition, his annual long-term incentive awards will have a target grant date value of $2,000,000. His actual annual
bonus and mix of long-term incentive awards will continue to be determined by the Board’s People & Compensation Committee in accordance with the incentive compensation programs as applicable to other senior executives.
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| • |
Retention Awards. Mr. Semach will receive the following additional
retention awards:
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| o |
Cash Retention Bonus. Mr. Semach will receive a cash retention bonus
payable shortly after the Start Date in the gross amount of $1,000,000. Mr. Semach will be required to repay this amount to the Company if he voluntarily resigns or is terminated by the Company for “Cause” (as defined in the Executive
Severance Plan) prior to the first anniversary of the Start Date.
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| o |
RSU Retention Award. Mr. Semach will be granted an RSU award on or about
August 15, 2024 with a grant date value of $1,800,000. The award will vest 50% on February 15, 2026 and 50% on August 15, 2026, subject to his continued employment through each vesting date. The RSUs will include treatment on termination
of employment or change in control of the Company consistent with the Company’s standard form of RSU award agreement, except that the RSUs will fully vest if Mr. Semach’s employment is terminated by the Company without Cause, or if Mr.
Semach resigns for “Good Reason” (as defined in the Executive Severance Plan), in either case subject to the requirements to receive severance under the Executive Severance Plan.
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| o |
Additional RSU Award. Mr. Semach will be granted an additional RSU award
on or about August 15, 2024 with a grant date value of $1,500,000, conditioned on the cancellation of the ESG PSU award previously granted on April 18, 2023. The RSUs will vest in three substantially equal annual installments beginning on
the first anniversary of the grant date, subject to Mr. Semach’s continued employment through each vesting date. The RSUs will include vesting provisions in case of death, disability, or involuntary termination of employment
following a change in control of the Company consistent with the Company’s standard form of RSU award agreement.
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| • |
Cash Retention Award. Mr. Chammas will receive a retention bonus in the
gross amount of $1,000,000 on the first anniversary of the Start Date if Mr. Chammas remains employed with the Company in good standing through that date. Mr. Chammas will also receive payment of the cash retention bonus if, before the
first anniversary of the Start Date, his employment is terminated by the Company without “Cause” or if he resigns for “Good Reason” (as those terms are defined in the Executive Severance Plan), in either case subject to the requirements
to receive severance under of the Executive Severance Plan. His right to the cash retention bonus will be forfeited in case of any other termination of employment before the first anniversary of the Start Date.
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RSU Retention Award. Mr. Chammas will be granted an RSU award on or
about August 15, 2024 with a grant date value of $1,000,000, conditioned on the cancellation of the ESG PSU award previously granted on February 21, 2023. The RSUs will vest in full on the first anniversary of the grant date, subject to
his continued employment through the vesting date. The RSUs will include vesting provisions in case of death, disability, or involuntary termination of employment following a change in control of
the Company consistent with the Company’s standard form of RSU award agreement.
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| Item 7.01 |
Regulation FD Disclosure.
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| Item 9.01 |
Financial Statements and Exhibits.
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Exhibit
Number
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Description
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Offer Letter, dated June 7, 2024, between Patrick Kivits and Sealed Air Corporation.
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Letter agreement, dated June 11, 2024, between Emile Chammas and Sealed Air Corporation.
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Letter agreement, dated June 11, 2024, between Dustin Semach and Sealed Air Corporation.
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Press Release issued by Sealed Air Corporation, dated June 13, 2024.
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104
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Cover Page Interactive Data File (formatted as Inline XBRL and embedded within document)
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SEALED AIR CORPORATION
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By:
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/s/ Angel S. Willis
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Name:
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Angel S. Willis
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Title:
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Vice President, General Counsel and Secretary
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(Duly Authorized Officer)
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Date: June 13, 2024
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| 1. |
Start Date, Position and Duties. Your start date will be July 1, 2024, or such other date
as we mutually agree. You will have the title of Chief Executive Officer of the Company, reporting to the Company’s Board of Directors (the “Board”), with such responsibilities as are customarily associated with a chief executive officer and
such other responsibilities for the Company and its subsidiaries as are otherwise reasonably assigned to you by the Board. In addition, in connection with your appointment as Chief Executive Officer, the Board will appoint you as a member of
the Board (for no additional compensation, subject to re-election in accordance with the Company’s bylaws).
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| 2. |
Employment-at-Will. Your employment with the Company will be at-will. This means either
you and/or the Company will be free to terminate this employment relationship at any time, with or without cause (subject to your rights under the Executive Severance Plan described below).
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| 3. |
Compensation and Benefits. We will provide you with the following compensation and
benefits during your employment:
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| • |
Base Salary. You will receive base salary at the annual rate of $1,100,000, payable in accordance with the Company’s regular payroll practices. Beginning with calendar year 2026 and at least annually thereafter, the Board’s People
& Compensation Committee (the “P&C Committee”) will consider whether, in its discretion, to adjust your rate of base salary, based on market trends, internal considerations, performance or such other factors as the P&C Committee
may determine.
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| • |
Annual Bonus. You will be eligible for an annual bonus in accordance with the Company’s annual bonus program for senior executives as in effect from time to time, with a target amount equal to 120% of your base salary (prorated for
2024 based on your start date). Your actual bonus amount will be determined by the P&C Committee, and may range from zero to 200% of target based on the achievement of corporate performance goals and the Committee’s review of your
performance in accordance with the Company’s annual bonus program for senior executives as in effect from time to time. Unless otherwise expressly provided in the annual bonus program, your right to receive a bonus is conditioned on your
continued employment, in good standing, through the payment date.
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Long-Term Incentives. You will be eligible for long-term incentive awards in accordance with the Company’s long-term incentive program for senior executives as in effect from time to time, as determined by the P&C Committee in its
discretion, taking into account factors such as market practice, cost, performance and such other factors as determined appropriate by the P&C Committee. Your annual award will have a target grant date value of $6,000,000, prorated for
2024 based on your start date (e.g., a target
grant date value of $3,000,000 if your start date is July 1, 2024). Grants of awards for 2024 and 2025 will comprise 50% time-based restricted stock units (“RSUs”) and 50% performance share units (“PSUs”) under the Company’s 2014 Omnibus
Incentive Plan (or any successor plan) (the “Stock Plan”), consistent with the terms of awards for other senior executives as determined by the P&C Committee.
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Benefits. During the term of your employment, you will be entitled to participate in all retirement, health and welfare, vacation and other benefit plans and arrangements generally available to other senior executives of the Company in
accordance with the terms and provisions of such plans, each as in effect from time to time. Such plans include the Sealed Air Corporation Executive Severance Plan, which currently provides severance upon a qualifying termination
(termination by the Company without Cause or resignation by you for Good Reason equal to two times base salary and target annual bonus, increasing to 2.5 times if the termination occurs within two years after a Change in Control (as defined
in the Executive Severance Plan), in each case subject to the terms and conditions of the Executive Severance Plan. Nothing in this Agreement shall restrict or limit the Company’s right to interpret, amend, or terminate its benefit plans
and programs at any time, subject to the terms thereof.
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| • |
Business Expenses. We will reimburse you for reasonable and necessary travel and accommodation costs, entertainment and other business expenses incurred as a necessary part of discharging your duties hereunder, subject to our
standard expense reimbursement policies.
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| 4. |
Sign-On Bonus and One-Time Equity Award. As an inducement to leave your current
employment, recognizing that you will be forfeiting certain compensation from your prior employer, you will receive the following awards, subject to your starting employment with us no later than July 1, 2024:
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| • |
You will receive a sign-on bonus in the gross amount of $3,500,000, less any severance pay that you receive from your current employer, payable in a single cash
payment (after required tax withholdings) on the first regular payroll date following your start date. If your employment with the Company ends before the second anniversary of your start date, for a reason other than termination by the
Company without Cause or your resignation for Good Reason, you will be required to repay to the Company the full amount of the sign-on bonus within 30 days after your termination date.
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| • |
You will receive an award of RSUs granted under the Stock Plan with a grant date value of $5,600,000. This award (the “Sign-On Award”) will be granted to you as soon
as practicable following your start date, subject to your accepting this offer and commencing employment. The number of RSUs will be determined by dividing the dollar amount by the closing price of the Company’s common stock on your start
date, rounded up to the next whole RSU. The RSUs will vest in three substantially equal annual installments starting on the first anniversary of your start date, subject to your continued employment with the Company through the vesting date
and subject to earlier vesting in case of your death or disability in accordance with the Company’s standard form of RSU award agreement; provided that the entire Sign-On Award will be fully vested if your employment is terminated by the
Company without Cause or you resign for Good Reason and, in either case, you satisfy the requirements to receive severance under the Executive Severance Plan. The Sign-On Award will be evidenced by a formal award agreement reflecting these
and other terms, which will be the governing document for the award.
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| 5. |
Covenants. You must enter into the Company’s standard agreement regarding protection of
confidential information, ownership of trade secrets and inventions, and post-employment covenants. A copy of the agreement will be provided to you separately.
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| 6. |
Indemnification. The Company will indemnify you and hold you harmless to the fullest
extent permitted by law against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including advancement of reasonable attorney’s fees), losses, and damages resulting from your good faith
performance of your duties and obligations with the Company (but exclusive of any claims made by you or on your behalf). The Company will cover you under directors’ and officers’ liability insurance both during and, while potential liability
exists, after employment in the same amount and to the same extent as the Company covers its other officers and directors. These obligations will survive the termination of your employment with the Company.
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| 7. |
Miscellaneous.
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| • |
No Conflicts. By signing this letter, you represent to the Company that your acceptance of this offer and agreement to accept employment with the Company under these terms will not conflict with, violate or constitute a breach of any
employment or other agreement to which you are a party and that you are not required to obtain the consent of any person, firm, corporation or other entity in order to accept this offer of employment.
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| • |
Successors and Assigns. This letter shall inure to the benefit of and be binding upon (i) the Company and its successors and assigns and (ii) you and your heirs and legal representatives, except that your duties and responsibilities
under this letter that are of a personal nature and will not be assignable or delegable in whole or in part without our prior written consent.
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| • |
Entire Agreement. This letter sets forth the entire present agreement of the parties concerning the subjects covered herein. There are no promises, understandings, representations, or warranties of any kind concerning those
subjects except as expressly set forth herein or therein. Any modification of this letter must be in writing and signed upon the express consent of all parties. Any attempt to modify this letter, orally, or in writing not executed by all
parties, will be void.
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| • |
Enforceability. If any provision of this letter, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other
provision or application of this letter which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.
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| • |
Governing Law. This letter shall be governed and interpreted in accordance
with the laws of the State of North Carolina without regard to the State’s conflicts of law principles.
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| • |
Waivers. No failure on the part of any party to enforce any provisions of this letter will act as a waiver of the right to enforce that provision.
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| • |
Withholding. All compensation (including imputed compensation) is subject to withholding for taxes and other amounts at such times and in such amounts as the Company determines to be required by applicable law. Regardless of the
amount withheld, you are solely responsible for all taxes in respect of compensation from employment, except the employer’s share of employment taxes.
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| • |
Section 409A. This letter is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or an exemption thereto, and, to the extent necessary in order to avoid the imposition of an additional tax
on you under Section 409A of the Code, payments may only be made under this letter upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to
the extent necessary in order to avoid the imposition of any additional tax on you under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the
Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this letter to the contrary, if you are
considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this letter due to your separation from service shall, to the extent necessary in order to avoid the imposition of an additional
tax on you under Section 409A of the Code, be delayed for six months after your “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within 10 calendar days after
the end of the 6-month period. If you die during the 6-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal
representative of your estate within 60 calendar days after the date of your death. For purposes of Section 409A of the Code, the right to a series of installment payments under this letter shall be treated as a right to a series of
separate payments. In no event may you, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this letter shall be made or provided in accordance with the requirements of
Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this letter, (ii) the amount of expenses eligible for reimbursement, or in
kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than
the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. The Company makes no
representations that the payments and benefits provided under this letter comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may
be incurred by you on account of noncompliance with Section 409A of the Code.
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| Sincerely, | |||
| /s/ Henry R. Keizer | |||
| Henry R. Keizer | |||
| Chair of the Board of Directors | |||
| ACCEPTED | |||
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/s/ Patrick Kivits
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June 7, 2024
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Patrick Kivits
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Date
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| 1. |
Effective Date, New Position, and Duties. Effective upon the appointment of the Company’s new Chief
Executive Officer (the “Transition Date”), you will cease to be the Company’s Interim Co-President and Co-Chief Executive Officer and you will become the Company’s Senior Vice President, Chief Operating Officer. You will report to the
Company’s Chief Executive Officer and will perform such services as may reasonably be assigned to you by the Chief Executive Officer.
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| 2. |
Retention Award. In recognition of your importance to the Company’s long-term success, you are eligible
to receive a retention award with a grant date value of $2,000,000, comprising cash and time-based restricted stock units (“RSUs”).
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| • |
Cash Retention Award. If you remain continuously employed by the Company, in good standing,
from the Transition Date through the first anniversary of the Transition Date, the Company will pay to you a cash retention bonus of $1,000,000 (the “Cash Retention Bonus”). Your right to the Cash Retention Bonus will be forfeited if your
employment with the Company terminates for any reason before such first anniversary; provided that if the reason for termination is termination by the Company
without Cause or your resignation for Good Reason (each as defined in the Executive Severance Plan) and, in either case, you satisfy the requirements to receive severance under the Executive Severance Plan, you will receive the full
Retention Bonus within 60 days after your termination.
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| • |
RSU Retention Award. Contingent on your consent to cancel your ESG performance awards (“ESG
PSUs”), granted on February 21, 2023, you will receive an award of RSUs granted under the Company’s 2014 Omnibus Incentive Plan (or any successor plan) with
a grant date value of $1,000,000. This award will be granted to you on or around August 15, 2024. The number of RSUs will be determined by dividing $1,000,000 by the closing price of the Company’s common stock on August 15, 2024, rounded up
to the next whole RSU. The RSUs will vest on the first anniversary of the grant date, subject to earlier vesting in case of your death or disability or your involuntary termination following a change in control of the Company in accordance
with the Company’s standard form of RSU award agreement. The settlement date(s) will be set to avoid adverse tax consequences under Section 409A of the Internal Revenue Code of 1986, as amended. The award will be evidenced by a formal award
agreement reflecting these terms, which will be the governing document for the award.
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| 3. |
Miscellaneous.
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| • |
At-Will Employment. Your employment with the Company will continue to be at-will. This means either you and/or the Company will be free to terminate this employment relationship at any time, with or without cause (subject to your
rights under the Executive Severance Plan described below).
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| • |
Successors and Assigns. This letter shall inure to the benefit of and be binding upon (i) the Company and its successors and assigns and (ii) you and your heirs and legal representatives, except that your duties and responsibilities
under this letter that are of a personal nature and will not be assignable or delegable in whole or in part without our prior written consent.
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| • |
Entire Agreement. This letter sets forth the entire present agreement of the parties concerning your retention award. There are no promises, understandings, representations, or warranties of any kind concerning those subjects
except as expressly set forth herein. Any modification of this letter must be in writing and signed upon the express consent of all parties. Any attempt to modify this letter, orally, or in writing not executed by all parties, will be void.
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| • |
Governing Law. This letter shall be governed and interpreted in accordance
with the laws of the State of North Carolina without regard to the State’s conflicts of law principles.
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| • |
Withholding. All compensation (including imputed compensation) is subject to withholding for taxes and other amounts at such times and in such amounts as the Company determines to be required by applicable law. Regardless of the
amount withheld, you are solely responsible for all taxes in respect of compensation from employment, except the employer’s share of employment taxes.
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| • |
Section 409A. This letter is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or an exemption thereto, and, to the extent necessary in order to avoid the imposition of an additional tax
on you under Section 409A of the Code, payments may only be made under this letter upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to
the extent necessary in order to avoid the imposition of any additional tax on you under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the
Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this letter to the contrary, if you are
considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this letter due to your separation from service shall, to the extent necessary in order to avoid the imposition of an additional
tax on you under Section 409A of the Code, be delayed for six months after your “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within 10 calendar days after
the end of the 6-month period. If you die during the 6-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal
representative of your estate within 60 calendar days after the date of your death. For purposes of Section 409A of the Code, the right to a series of installment payments under this letter shall be treated as a right to a series of
separate payments. In no event may you, directly or indirectly, designate the calendar year of a payment. The Company makes no representations that the payments and benefits provided under this letter comply with Section 409A of the Code
and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of noncompliance with Section 409A of the Code.
|
|
Sincerely,
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|||
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/s/ Henry R. Keizer
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|||
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Henry R. Keizer
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|||
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Chair of the Board of Directors
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|||
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ACCEPTED
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/s/ Emile Chammas
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June 11, 2024
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Emile Chammas
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Date
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| 1. |
Effective Date, New Position and Duties. Effective upon the appointment of the Company’s new Chief
Executive Officer (the “Promotion Date”), you will cease to be the Company’s Interim Co‑President and Co-Chief Executive Officer and you will be promoted to the Company’s President and Chief Financial Officer, leading the finance function and
driving the transformation at Sealed Air. You will report to the Company’s Chief Executive Officer and will perform such services as may reasonably be assigned to you by the Chief Executive Officer.
|
| 2. |
Compensation and Benefits. Effective as of the Promotion Date, you will receive the following increases
to your compensation:
|
| • |
Base Salary. Your annual base salary rate will increase to $850,000.
|
| • |
Annual Bonus. Your target annual bonus under the Company’s annual bonus program will increase to 100% of your base salary. Your actual bonus amount will be determined by the Board’s People & Compensation Committee (the “P&C Committee”) in
accordance with the bonus program, and the right to payment will continue to be subject to the terms and conditions of the bonus program.
|
| • |
Long-Term Incentives. Your annual long-term incentive grant will have a target grant date value of $2,000,000. The mix of awards will be consistent with the program for other senior executives (currently a mix of time-based restricted
stock units (“RSUs”) and performance share units (“PSUs”)).
|
| 3. |
Retention Award. In recognition of your importance to the Company’s long-term success, you are eligible
to receive a retention award with a grant date fair value of $4,300,000, comprising cash and RSUs, as follows:
|
| • |
Cash Retention Bonus. You will receive a cash bonus in the gross amount of $1,000,000, (the
“Cash Retention Bonus”) payable in a single cash payment (less required tax withholdings) on or around the first regular payroll date following the Promotion Date. Should you voluntarily resign your position, or if your employment is
terminated for Cause (as defined in the Executive Severance Plan), in each case prior to the first anniversary of the Promotion Date, you will be required to repay to the Company the full gross amount of the Cash Retention Bonus within 30
days after your termination date.
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| • |
RSU Retention Award. The Company will grant to you an award of RSUs on or around August 15, 2024, under the Company’s 2014 Omnibus Incentive Plan (or any successor plan) (the “Stock Plan”) with a grant date value of $1,800,000 (the
“Retention Award”). The number of RSUs will be determined by dividing $1,800,000 by the closing price of the Company’s common stock on August 15, 2024, rounded up to the next whole RSU. The RSUs will vest in two tranches, with 50% becoming
vested on February 15, 2026, and the remaining 50% becoming vested on August 15, 2026, in each case subject to your continued employment with the Company through the vesting date; provided that the entire Retention Award will be fully
vested if your employment is terminated by the Company without Cause or you resign for Good Reason and, in either case, you satisfy the requirements to receive severance under the Executive Severance Plan. The Retention Award will be
evidenced by a formal award agreement reflecting these and other terms, which will be the governing document for the award.
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| • |
RSU Award. Contingent on your consent to cancel your ESG performance awards (“ESG PSUs”),
granted on April 18, 2023, you will receive an award of RSUs granted under the Stock Plan with a grant date value of $1,500,000. This award will be granted to you on or around August 15, 2024. The number of RSUs will be determined by dividing
$1,500,000 by the closing price of the Company’s common stock on August 15, 2024, rounded up to the next whole RSU. The RSUs will vest in three substantially equal annual installments starting on the first anniversary of the grant date,
subject to earlier vesting in case of your death or disability or your involuntary termination following a change in control of the Company in accordance with the Company’s standard form of RSU award agreement. The settlement date(s) will be
set to avoid adverse tax consequences under Section 409A of the Internal Revenue Code of 1986, as amended. The award will be evidenced by a formal award agreement reflecting these terms, which will be the governing document for the award.
|
| 4. |
Miscellaneous.
|
| • |
At-Will Employment. Your employment with the Company will continue to be at-will. This means either you and/or the Company will be free to terminate this employment relationship at any time, with or without cause (subject to your
rights under the Executive Severance Plan described below).
|
| • |
Successors and Assigns. This letter shall inure to the benefit of and be binding upon (i) the Company and its successors and assigns and (ii) you and your heirs and legal representatives, except that your duties and responsibilities
under this letter that are of a personal nature and will not be assignable or delegable in whole or in part without our prior written consent.
|
| • |
Entire Agreement. This letter sets forth the entire present agreement of the parties concerning your promotion and retention award. There are no promises, understandings, representations, or warranties of any kind concerning those
subjects except as expressly set forth herein. Any modification of this letter must be in writing and signed upon the express consent of all parties. Any attempt to modify this letter, orally, or in writing not executed by all parties, will
be void. Except as specifically modified in this letter, the terms and conditions your offer letter with the Company dated March 15, 2023, and amended March 20, 2023 (collectively, your “Offer Letter”), remain in full force and
effect.
|
| • |
Governing Law. This letter shall be governed and interpreted in accordance
with the laws of the State of North Carolina without regard to the State’s conflicts of law principles.
|
| • |
Withholding. All compensation (including imputed compensation) is subject to withholding for taxes and other amounts at such times and in such amounts as the Company determines to be required by applicable law. Regardless of the
amount withheld, you are solely responsible for all taxes in respect of compensation from employment, except the employer’s share of employment taxes.
|
| • |
Section 409A. This letter is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or an exemption thereto, and, to the extent necessary in order to avoid the imposition of an additional tax
on you under Section 409A of the Code, payments may only be made under this letter upon an event and in a manner permitted by Section 409A of the Code. The Section 409A provisions of your Offer Letter also apply with respect to the payments
and benefits described in this letter.
|
|
Sincerely,
|
|||
|
/s/ Henry R. Keizer
|
|||
|
Henry R. Keizer
|
|||
|
Chair of the Board of Directors
|
|||
|
ACCEPTED
|
|||
|
/s/ Dustin Semach
|
6/11/2024
|
||
|
Dustin Semach
|
Date
|
Document and Entity Information |
Jun. 07, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jun. 07, 2024 |
| Entity File Number | 1-12139 |
| Entity Registrant Name | SEALED AIR CORP/DE |
| Entity Central Index Key | 0001012100 |
| Entity Incorporation, State or Country Code | DE |
| Entity Tax Identification Number | 65-0654331 |
| Entity Address, Address Line One | 2415 Cascade Pointe Boulevard |
| Entity Address, City or Town | Charlotte |
| Entity Address, State or Province | NC |
| Entity Address, Postal Zip Code | 28208 |
| City Area Code | 980 |
| Local Phone Number | 221-3235 |
| Title of 12(b) Security | Common Stock, par value $0.10 per share |
| Trading Symbol | SEE |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
1 Year Sealed Air Chart |
1 Month Sealed Air Chart |
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