SEALED AIR CORPORATION (NYSE:SEE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July6, 2017, the Organization and Compensation Committee of the Board of Directors of Sealed Air Corporation (the “Company”) approved the Diversey Enhanced Severance Plan (the “Plan”) covering certain select employees, including Dr.Ilham Kadri, President, Diversey Care.
The Plan was adopted in anticipation of the proposed sale (the “Sale”) of the Company’s Diversey Care division and the food hygiene and cleaning business within its Food Care division (collectively, “Diversey”), to the Purchase Agreement dated March25, 2017, between the Company and Diamond (BC) B.V. (“Buyer”), a newly formed entity affiliated with Bain Capital Private Equity. The Plan becomes effective upon closing of the Sale and will be assumed by Buyer as part of the Sale.
The severance benefits under the Plan are consistent with the severance program contemplated by the letter agreement with Dr.Kadri dated March6, 2017, as reported on the Company’s Form 8-K filed on March10, 2017. Dr.Kadri is a “Tier 1” participant under the Plan. Per the terms of the Plan, as a “Tier 1” participant, if Dr.Kadri’s employment is terminated by Buyer without “Cause” (as defined under the Plan), and not due to her death or disability, on or within two years after the closing of the Sale, Dr.Kadri would be entitled to receive a lump sum cash severance benefit equal to 2.0 times the sum of Dr.Kadri’s then-current annual rate of base salary plus target annual cash incentive. If Dr.Kadri is eligible to receive severance benefits under any individual employment agreement, or any severance pay is otherwise mandated by applicable law, the Plan provides that Dr.Kadri would receive the greater of those benefits and Plan benefits, but severance benefits would not be duplicated. Severance benefits under the Plan are conditioned on (i)Dr.Kadri providing Buyer with a general release of claims in connection with a termination of employment without Cause, and (ii)Dr.Kadri’s compliance with certain restrictive covenants.
The foregoing summary of the terms and conditions of the Plan, as applicable to Dr.Kadri, is not a complete discussion of the document. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Plan included as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 5.02Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
Description |
| 10.1 | Diversey Enhanced Severance Plan |
SEALED AIR CORP/DE ExhibitEX-10.1 2 d419798dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 DIVERSEY ENHANCED SEVERANCE PLAN ARTICLE 1 Purpose Diversey,…To view the full exhibit click here
About SEALED AIR CORPORATION (NYSE:SEE)
Sealed Air Corporation is engaged in food safety and security, facility hygiene and product protection business. The Company’s segments are Food Care, Diversey Care, Product Care and Other (includes Corporate, Medical Applications and New Ventures businesses). The Food Care segment focuses on providing processors, retailers and food service operators a range of integrated system solutions. The Food Care business serves primarily perishable food and beverage processors, predominately in fresh red meat, smoked and processed meats, beverages, poultry and dairy markets. Diversey Care segment integrates cleaning chemicals, floor care machines, cleaning tools and equipment, and a range of services, including application and employee training, auditing of hygiene and appearance, and water and energy management. The Product Care segment provides customers with a range of Product Care solutions to meet cushioning, void fill, surface protection, retail display, containment and dunnage needs.
