Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On September 7, 2017, Sealed Air Corporation (the Company) announced that Jerome
A. Peribere, the Companys President and Chief Executive Officer, advised the Companys Board of Directors on September 2, 2017 of his intent to retire from his positions as the Companys President and Chief Executive Officer on
December 31, 2017, the end of his scheduled term of employment as set forth in the letter agreement dated January 15, 2016 between the Company and Mr. Peribere.
Additionally, on September 5, 2017, the Board elected Edward L. Doheny II, Chief Operating Officer and CEO-Designate and elected him as a Director of the
Company effective September 18, 2017. As Chief Operating Officer and CEO-Designate, Mr. Doheny will work on transitioning with Jerome Peribere until December 31, 2017 and will then assume the Chief Executive Officer role effective
January 1, 2018.
Mr. Doheny, age 55, served as Chief Executive Officer of Joy Global Inc. (Joy Global) until its sale to Komatsu in
May 2017. Before becoming Chief Executive Officer of Joy Global in December 2013, he was an Executive Vice President at Joy Global, as well as President and Chief Operating Officer of its Underground Equipment division. Prior to joining Joy Global
in May 2006, Mr. Doheny spent 21 years with Ingersoll-Rand where he held a variety of senior executive positions with global responsibility, including President of Air Solutions and President of Industrial Technologies.
Mr. Doheny has served on the Board of Joy Global, and currently serves as a Director of John Bean Technologies Corporation (NYSE: JBT). He earned his
Bachelors Degree in Engineering from Cornell University and his Masters Degree from Purdue Universitys Krannert School of Management.
On September 5, 2017, the Company entered into an offer letter agreement, effective September 18, 2017, with Mr. Doheny (the Letter
Agreement). The Letter Agreement has a five-year term, which automatically renews for one-year periods thereafter unless terminated by the Company or by Mr. Doheny. Under the Letter Agreement, Mr. Doheny covenants not to compete with
the Company for 24 months following his termination of employment. The Letter Agreement addresses his compensation as follows:
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Annual Compensation
. Under the terms of the Letter Agreement, Mr. Doheny will receive an annual base salary of $1,150,000, subject to annual review and increase, and a target bonus of 120% of his base salary
(with a maximum bonus of 200% of target). Mr. Doheny will also be eligible for annual grants of long-term incentive awards beginning in 2018 consistent with awards for other senior executives. The grant date value of the award for 2018 will be
$6.0 million. The Letter Agreement also specifies certain relocation benefits for Mr. Doheny to assist in his relocation to the Companys headquarters in Charlotte, NC.
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New Hire Equity Awards
. The Letter Agreement provides that Mr. Doheny will be granted on his start date two new-hire equity awards, one that is time-vesting and the other that is performance-vesting (the
New Hire Awards). The time-vesting New Hire Award, for 30,000 shares, requires Mr. Doheny to remain in service with the Company through December 31, 2020. The performance-vesting New Hire Award, for 70,000 shares, in addition
to the time-vesting requirement noted above, requires that either (i) the Companys cumulative total stockholder return for 2018-2020 be in the top 33% of its peers (using the same peers and methodology under the Companys performance
stock unit (PSU) awards) and the Companys stock price as of December 31, 2020 equals at least $60/share, or (ii) the Companys stock price as of December 31, 2020 equals at least $75/share. The Letter Agreement provides
that the stock price as of December 31, 2020 for this purpose will be determined using a 30-day arithmetic mean of closing prices. The Letter Agreement also addresses treatment of the New Hire Awards upon termination of employment.
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Severance
. The Letter Agreement includes severance protection if Mr. Dohenys employment is
terminated by the Company without cause or by Mr. Doheny for good reason (as those terms are defined in the Letter Agreement). If the termination of employment occurs other than within 24 months
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after a change in control of the Company, the cash severance equals two times his annual salary and target annual bonus. If the termination of employment occurs on or within 24 months after a
change in control of the Company, the cash severance equals three times his salary and target annual bonus. Payments for a pro rata bonus and premiums for certain health benefits may also apply. The Letter Agreement does not provide for any tax
gross-ups for excise taxes for payments in connection with a change in control, and instead provides for a best net cutback consistent with standard Company practice for other senior executives. Payment of severance is conditioned on
Mr. Doheny providing the Company with a release of claims and complying with applicable covenants.
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The foregoing summary of the
terms and conditions of Mr. Dohenys Letter Agreement is not a complete discussion of the document. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Letter Agreement included as Exhibit 10.1 to
this Current Report on Form 8-K, which is incorporated herein by reference.
On September 7, 2017, the Company issued a press release announcing the
events discussed above. A copy of the press release is attached hereto as Exhibit 99.1.