2.9. Company means Sealed Air Corporation, a Delaware corporation, or any successor
corporation.
2.10. Common Stock or Stock means a
share of common stock of the Company, par value $0.10 per share.
2.11. Continuing
Director means a director of the Company who is serving as such on the Effective Date and any person who is approved as a nominee or elected to the Board by a majority of the Continuing Directors who are then members of the Board, but
excluding, for this purpose, any such person whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies
or consent by or on behalf of a Person other than the Board.
2.12. Corporate
Transaction means a reorganization, merger, statutory share exchange, consolidation, sale of all or substantially all of the Companys assets, or the acquisition of assets or stock of another entity by the Company, or other corporate
transaction involving the Company or any of its Subsidiaries.
2.13. Effective
Date means May 22, 2014, the date the Plan was approved by the Companys stockholders.
2.14. Exchange Act means the Securities Exchange Act of 1934, as now in effect or as hereafter amended.
2.15. Fair Market Value of a share of Common Stock as of a particular date shall mean
(i) if the Common Stock is listed on a national securities exchange, the closing or last price of the Common Stock on the composite tape or other comparable reporting system for the applicable date, or if the applicable date is not a trading
day, the trading day immediately preceding the applicable date, or (ii) if the shares of Common Stock are not then listed on a national securities exchange, the closing or last price of the Common Stock quoted by an established quotation
service for over-the-counter securities, or (iii) if the shares of Common Stock are not then listed on a national securities exchange or quoted by an established
quotation service for over-the-counter securities, or the value of such shares is not otherwise determinable, such value as determined by the Board in good faith in its
sole discretion.
2.16. Family Member means a person who is a spouse, former
spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or
sister-in-law, including adoptive relationships, of the applicable individual, any person sharing the applicable individuals household (other than a tenant or
employee), a trust in which any one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which any one or more of these persons (or the applicable individual) control the management of assets, and any
other entity in which one or more of these persons (or the applicable individual) own more than fifty percent of the voting interests.
2.17. Grant Date means, as determined by the Board, the latest to occur of (i) the
date as of which the Board approves an Award, (ii) the date on which the recipient of an Award first becomes eligible to receive an Award under Section 6 hereof, or (iii) such other date as may be specified by the
Board in the Award Agreement.
2.18. Grantee means a person who receives or
holds an Award under the Plan.
2.19. Incentive Stock Option means an
incentive stock option within the meaning of Section 422 of the Code, or the corresponding provision of any subsequently enacted tax statute, as amended from time to time.
2.20. Interim Retainer means an amount established by the Board from time to time payable
to a Non-Employee Director for service on the Board if the Non-Employee Director is elected or appointed to the Board other than at an annual meeting of the stockholders
of the Company. Unless otherwise determined by the Board, the amount of the Interim Retainer will be equal to the amount of the most recent Annual Retainer, prorated for the period of service by the
Non-Employee Director through the next annual meeting of stockholders of the Company.
2.21. Non-Employee Director means a member of the Board who is not an officer or employee of the Company or any Subsidiary.
2.22. Non-qualified Stock Option means an Option
that is not an Incentive Stock Option.
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