Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 4.33M
2: EX-10.8 Material Contract HTML 53K
3: EX-21 Subsidiaries List HTML 73K
4: EX-23.1 Consent of Expert or Counsel HTML 50K
8: EX-97 Clawback Policy re: Recovery of Erroneously HTML 71K Awarded Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 54K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 54K
7: EX-32 Certification -- §906 - SOA'02 HTML 54K
14: R1 Cover HTML 116K
15: R2 Audit Information HTML 56K
16: R3 Consolidated Balance Sheets HTML 187K
17: R4 Consolidated Balance Sheets (Parenthetical) HTML 74K
18: R5 Consolidated Statements of Operations HTML 158K
19: R6 Consolidated Statements of Comprehensive Income HTML 116K
20: R7 Consolidated Statements of Stockholders' Equity HTML 109K
21: R8 Consolidated Statements of Stockholders' Equity HTML 52K
(Parenthetical)
22: R9 Consolidated Statements of Cash Flows HTML 180K
23: R10 Organization and Nature of Operations HTML 56K
24: R11 Summary of Significant Accounting Policies and HTML 114K
Recently Adopted and Issued Accounting Standards
25: R12 Revenue Recognition, Contracts with Customers HTML 123K
26: R13 Leases HTML 193K
27: R14 Acquisition and Divestiture Activity HTML 119K
28: R15 Segments HTML 190K
29: R16 Inventories, net HTML 60K
30: R17 Property and Equipment, net HTML 74K
31: R18 Goodwill and Identifiable Intangible Assets, net HTML 126K
32: R19 Accounts Receivable Securitization Programs HTML 59K
33: R20 Accounts Receivable Factoring Agreements HTML 60K
34: R21 Restructuring Activities HTML 118K
35: R22 Other Current and Non-Current Liabilities HTML 72K
36: R23 Debt and Credit Facilities HTML 122K
37: R24 Derivatives and Hedging Activities HTML 149K
38: R25 Fair Value Measurements, Equity Investments and HTML 146K
Other Financial Instruments
39: R26 Profit Sharing, Retirement Savings Plans and HTML 378K
Defined Benefit Pension Plans
40: R27 Other Post-Employment Benefit Plans HTML 128K
41: R28 Income Taxes HTML 175K
42: R29 Commitments and Contingencies HTML 73K
43: R30 Stockholders? Equity HTML 275K
44: R31 Accumulated Other Comprehensive Loss HTML 116K
45: R32 Other Expense, net HTML 74K
46: R33 Net Earnings per Common Share HTML 85K
47: R34 Valuation and Qualifying Accounts and Reserves HTML 108K
48: R35 Pay vs Performance Disclosure HTML 63K
49: R36 Insider Trading Arrangements HTML 56K
50: R37 Summary of Significant Accounting Policies and HTML 194K
Recently Adopted and Issued Accounting Standards
(Policies)
51: R38 Revenue Recognition, Contracts with Customers HTML 112K
(Tables)
52: R39 Leases (Tables) HTML 141K
53: R40 Acquisition and Divestiture Activity (Tables) HTML 117K
54: R41 Segments (Tables) HTML 191K
55: R42 Inventories, net (Tables) HTML 61K
56: R43 Property and Equipment, net (Tables) HTML 75K
57: R44 Goodwill and Identifiable Intangible Assets, net HTML 132K
(Tables)
58: R45 Restructuring Activities (Tables) HTML 117K
59: R46 Other Current and Non-Current Liabilities (Tables) HTML 72K
60: R47 Debt and Credit Facilities (Tables) HTML 103K
61: R48 Derivatives and Hedging Activities (Tables) HTML 185K
62: R49 Fair Value Measurements, Equity Investments and HTML 137K
Other Financial Instruments (Tables)
63: R50 Profit Sharing, Retirement Savings Plans and HTML 462K
Defined Benefit Pension Plans (Tables)
64: R51 Other Post-Employment Benefit Plans (Tables) HTML 306K
65: R52 Income Taxes (Tables) HTML 171K
66: R53 Commitments and Contingencies (Tables) HTML 58K
67: R54 Stockholders? Equity (Tables) HTML 300K
68: R55 Accumulated Other Comprehensive Loss (Tables) HTML 117K
69: R56 Other Expense, net (Tables) HTML 74K
70: R57 Net Earnings per Common Share (Tables) HTML 83K
71: R58 Summary of Significant Accounting Policies and HTML 97K
Recently Adopted and Issued Accounting Standards
(Details)
72: R59 Revenue Recognition, Contracts with Customers - HTML 55K
Narrative (Details)
73: R60 Revenue Recognition, Contracts with Customers - HTML 91K
Revenues from Contracts with Customers Summarized
by Segment Geographic Region (Details)
74: R61 Revenue Recognition, Contracts with Customers - HTML 55K
Contract Assets and Liabilities (Details)
75: R62 Revenue Recognition, Contracts with Customers - HTML 63K
Remaining Performance Obligation and Total
Transaction Price (Details)
76: R63 Leases - Summary of Lease Payments Captured in HTML 65K
Lease Receivables (Details)
77: R64 Leases - Summary of Supplemental Balance Sheet HTML 85K
Information (Details)
78: R65 Leases - Schedule of Lease Commitments (Details) HTML 90K
79: R66 Leases - Lease Cost and Other Information HTML 91K
(Details)
80: R67 Acquisition and Divestiture Activity - Narrative HTML 117K
(Details)
81: R68 Acquisitions and Divestiture Activity - Summary of HTML 144K
Preliminary Allocation of Purchase Price to Assets
Acquired and Liabilities Assumed (Details)
82: R69 Acquisitions and Divestiture Activity - Schedule HTML 66K
of Intangible Assets and Useful Lives (Details)
83: R70 Acquisition and Divestiture Activity - Net Sales HTML 56K
and Net Earnings (Loss) Since Acquisition Date
(Details)
84: R71 Acquisition and Divestiture Activity - Pro Forma HTML 56K
Information (Details)
85: R72 Segments - Additional Information (Details) HTML 52K
86: R73 Segments - Net Sales and Adjusted EBITDA of HTML 79K
Reportable Segments (Details)
87: R74 Segments - Reconciliation of U.S. GAAP Net HTML 103K
Earnings to Non-U.S. GAAP Total Company Adjusted
EBITDA (Details)
88: R75 Segments - Reconciliation of U.S. GAAP Net HTML 71K
Earnings to Non-U.S. GAAP Total Company Adjusted
EBITDA Expenses (Details)
89: R76 Segments - Assets Allocated by Reportable Segments HTML 86K
(Details)
90: R77 Segments - Geographic Information (Details) HTML 73K
91: R78 Inventories, net (Detail) HTML 60K
92: R79 Property and Equipment, net - Schedule of Property HTML 69K
and Equipment, Net (Detail)
93: R80 Property and Equipment, net - Narrative (Details) HTML 52K
94: R81 Property and Equipment, net - Interest Cost HTML 57K
Capitalized and Depreciation and Amortization
Expense for Property and Equipment (Detail)
95: R82 Goodwill and Identifiable Intangible Assets, net - HTML 57K
Additional Information (Details)
96: R83 Goodwill and Identifiable Intangible Assets, net - HTML 77K
Summary of Goodwill Balances by Segment Reporting
Structure (Details)
97: R84 Goodwill and Identifiable Intangible Assets, net - HTML 80K
Summary of Identifiable Intangible Assets with
Definite and Indefinite Useful Lives (Details)
98: R85 Goodwill and Identifiable Intangible Assets, net - HTML 66K
Estimated Future Amortization Expense (Details)
99: R86 Goodwill and Identifiable Intangible Assets, net - HTML 63K
Remaining Weighted Average Useful Life of Definite
Lived Intangible Assets (Details)
100: R87 Accounts Receivable Securitization Programs HTML 89K
(Details)
101: R88 Accounts Receivable Factoring Agreements (Details) HTML 55K
102: R89 Restructuring Activities - Additional Information HTML 109K
(Details)
103: R90 Restructuring Activities - Schedule of CTO2Grow HTML 115K
Program Restructuring Spend Estimated (Details)
104: R91 Restructuring Activities - Summary of Statement of HTML 67K
Operations Effects (Details)
105: R92 Restructuring Activities - Components of HTML 71K
Restructuring Accrual, Spending and Other Activity
and Accrual Balance Remaining (Details)
106: R93 Other Current and Non-Current Liabilities - HTML 74K
Components of Other Current and Other Non-Current
Liabilities (Details)
107: R94 Debt and Credit Facilities - Total Debt HTML 132K
Outstanding (Details)
108: R95 Debt and Credit Facilities - Scheduled Annual HTML 71K
Maturities for Next Five Years and Thereafter
(Details)
109: R96 Debt and Credit Facilities - Amended and Restated HTML 118K
Senior Secured Credit Facilities (Details)
110: R97 Debt and Credit Facilities - Senior Notes HTML 126K
(Details)
111: R98 Debt and Credit Facilities - Senior Secured Notes HTML 85K
(Details)
112: R99 Debt and Credit Facilities - Lines of Credit HTML 61K
(Details)
113: R100 Derivatives and Hedging Activities - Narrative HTML 99K
(Details)
114: R101 Derivatives and Hedging Activities - Fair Value of HTML 87K
Derivative Instruments (Details)
115: R102 Derivatives and Hedging Activities - Offsetting HTML 69K
Assets (Details)
116: R103 Derivatives and Hedging Activities - Offsetting HTML 76K
Liabilities (Details)
117: R104 Derivatives and Hedging Activities - Effect of HTML 66K
Derivative Instruments on Condensed Consolidated
Statements of Operations (Detail)
118: R105 Fair Value Measurements, Equity Investments and HTML 75K
Other Financial Instruments - Fair Value
Measurements of Financial Instruments (Details)
119: R106 Fair Value Measurements, Equity Investments and HTML 71K
Other Financial Instruments - Additional
Information (Details)
120: R107 Fair Value Measurements, Equity Investments and HTML 63K
Other Financial Instruments - Equity Investment
Without Readily Determinable Fair Value (Details)
121: R108 Fair Value Measurements, Equity Investments and HTML 118K
Other Financial Instruments - Carrying Amounts and
Estimated Fair Values of Debt (Details)
122: R109 Profit Sharing, Retirement Savings Plans and HTML 83K
Defined Benefit Pension Plans - Narrative (Detail)
123: R110 Profit Sharing, Retirement Savings Plans and HTML 62K
Defined Benefit Pension Plans - Schedule of
Components of Net Periodic Benefit Cost (Income)
and Cost of Special Events (Details)
124: R111 Profit Sharing, Retirement Savings Plans and HTML 125K
Defined Benefit Pension Plans - Change in Benefit
Obligation and Plan Assets, Funded Status for
Pension Plans (Details)
125: R112 Profit Sharing, Retirement Savings Plans and HTML 71K
Defined Benefit Pension Plans - Amounts Included
in Consolidated Balance Sheets (Details)
126: R113 Profit Sharing, Retirement Savings Plans and HTML 85K
Defined Benefit Pension Plans - Components of Net
Periodic Benefit Costs (Income) (Details)
127: R114 Profit Sharing, Retirement Savings Plans and HTML 65K
Defined Benefit Pension Plans - Amounts in
Accumulated Other Comprehensive Loss, Not Yet
Recognized (Details)
128: R115 Profit Sharing, Retirement Savings Plans and HTML 79K
Defined Benefit Pension Plans - Changes in Plan
Assets and Benefit Obligations Recognized in Other
Comprehensive Loss (Income) (Details)
129: R116 Profit Sharing, Retirement Savings Plans and HTML 72K
Defined Benefit Pension Plans - Information for
Plans with Accumulated Benefit Obligations and
Projected Benefit Obligations in Excess of Plan
Assets (Details)
130: R117 Profit Sharing, Retirement Savings Plans and HTML 62K
Defined Benefit Pension Plans - Weighted Average
Assumptions Used to Determine Benefit Obligations
(Details)
131: R118 Profit Sharing, Retirement Savings Plans and HTML 66K
Defined Benefit Pension Plans - Weighted Average
Assumptions Used to Determine Net Periodic Benefit
Cost (Details)
132: R119 Profit Sharing, Retirement Savings Plans and HTML 73K
Defined Benefit Pension Plans - Estimated Future
Benefit Payments (Details)
133: R120 Profit Sharing, Retirement Savings Plans and HTML 89K
Defined Benefit Pension Plans - Fair Values of
Pension Plan Assets, by Asset Category and Level
of Fair Values (Details)
134: R121 Profit Sharing, Retirement Savings Plans and HTML 71K
Defined Benefit Pension Plans - Activity in Plan
Assets Measured at Fair Value Using Level 3 Inputs
(Details)
135: R122 Other Post-Employment Benefit Plans - Narrative HTML 76K
(Details)
136: R123 Other Post-Employment Benefit Plans - HTML 104K
Reconciliation of Benefit Obligations, Plan Assets
and Funded Status for Plans (Details)
137: R124 Other Post-Employment Benefit Plans - Components HTML 69K
of Net Periodic Benefit Cost (Details)
138: R125 Other Post-Employment Benefit Plans - Changes in HTML 71K
Plan Assets and Benefit Obligations Recognized in
Other Comprehensive Loss (Income) (Details)
139: R126 Other Post-Employment Benefit Plans - Expected HTML 66K
Future Benefit Payments (Details)
140: R127 Income Taxes - Narrative (Details) HTML 124K
141: R128 Income Taxes - Components of Earnings Before HTML 60K
Income Tax Provision (Details)
142: R129 Income Taxes - Components of Income Tax Provision HTML 79K
(Details)
143: R130 Income Taxes - Components of Deferred Tax Assets HTML 81K
(Liabilities) (Details)
144: R131 Income Taxes - Federal Statutory Corporate Tax HTML 108K
Rate Reconciles to Our Effective Income Tax Rate
(Details)
145: R132 Income Taxes - Unrecognized Tax Benefits and HTML 63K
Effect on Effective Income Tax Rate (Details)
146: R133 Commitments and Contingencies - Narrative HTML 102K
(Details)
147: R134 Commitments and Contingencies - Estimated Future HTML 63K
Cash Outlays Related to Principal Contractual
Obligations (Details)
148: R135 Stockholders? Equity - Repurchase of Common Stock HTML 92K
and Retirement of Treasury Shares (Detail)
149: R136 Stockholders? Equity - Summary of Cash Dividends HTML 54K
Paid (Detail)
150: R137 Stockholders? Equity - Dividends Narrative HTML 65K
(Details)
151: R138 Stockholders? Equity - Summary of Changes in HTML 114K
Common Stock and Common Stock in Treasury (Detail)
152: R139 Stockholders? Equity - Share-based Compensation HTML 111K
and Summary of Changes in Common Shares Available
for Awards under Omnibus Incentive Plan and
Predecessor Plans (Detail)
153: R140 Stockholders? Equity - Summarizes the Company's HTML 92K
Pre-tax Share-based Incentive Compensation Expense
and Income Tax Benefit (Detail)
154: R141 Stockholders? Equity - Summary of Unvested HTML 77K
Restricted Stock and Restricted Stock Unit
(Detail)
155: R142 Stockholders? Equity - Summary of Vested HTML 65K
Restricted Stock (Detail)
156: R143 Stockholders? Equity - Unrecognized Compensation HTML 75K
Cost for Non-vested Restricted Shares (Detail)
157: R144 Stockholders? Equity - PSU Awards, ESG Awards and HTML 127K
Stock Leverage Opportunity Awards (Detail)
158: R145 Stockholders? Equity - Summary of Number of PSUs HTML 91K
Granted Based on Adjusted EBITDA, ROIC and ESG at
Grant Date Fair Value (Detail)
159: R146 Stockholders? Equity - Summary of Assumptions Used HTML 72K
to Calculate Grant Date Fair Value (Details)
160: R147 Stockholders? Equity - Summary of Estimated Earned HTML 75K
Payout (Detail)
161: R148 Stockholders? Equity - Summary of Activity for HTML 99K
Outstanding Three-year and Five-year ESG PSU
Awards (Detail)
162: R149 Stockholders? Equity - Summary of Activity for HTML 91K
Non-vested Three-year PSU awards (Detail)
163: R150 Stockholders? Equity - Schedule of Fair Value of HTML 69K
Vested for Three-year PSU Awards (Detail)
164: R151 Stockholders? Equity - Summary of Unrecognized HTML 72K
Compensation Cost for Three-year PSU Awards and
Weighted Average Period (Detail)
165: R152 Accumulated Other Comprehensive Loss - Schedule of HTML 95K
Details of Comprehensive Loss (Detail)
166: R153 Accumulated Other Comprehensive Loss - Schedule of HTML 100K
Detail of Amounts Reclassified from Accumulated
Other Comprehensive Income (Detail)
167: R154 Other Expense, net (Details) HTML 83K
168: R155 Net Earnings per Common Share (Details) HTML 112K
169: R156 Valuation and Qualifying Accounts and Reserves HTML 73K
(Detail)
171: XML IDEA XML File -- Filing Summary XML 346K
174: XML XBRL Instance -- see-20231231_htm XML 6.63M
170: EXCEL IDEA Workbook of Financial Report Info XLSX 402K
10: EX-101.CAL XBRL Calculations -- see-20231231_cal XML 591K
11: EX-101.DEF XBRL Definitions -- see-20231231_def XML 2.09M
12: EX-101.LAB XBRL Labels -- see-20231231_lab XML 4.18M
13: EX-101.PRE XBRL Presentations -- see-20231231_pre XML 2.98M
9: EX-101.SCH XBRL Schema -- see-20231231 XSD 433K
172: JSON XBRL Instance as JSON Data -- MetaLinks 1,056± 1.70M
173: ZIP XBRL Zipped Folder -- 0001628280-24-007271-xbrl Zip 2.66M
‘EX-97’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
The Organization and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Sealed Air Corporation (the “Company”) has adopted the following Clawback Policy (this “Policy”) on October 18, 2023, effective as of October 2, 2023 (the “Effective Date”).
1.Purpose. The purpose of this
Policy is to provide for the recoupment of certain incentive compensation pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, in the manner required by Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 promulgated thereunder, and the Applicable Listing Standards (as defined below) (collectively, the “Dodd-Frank Rules”). This Policy also supersedes and replaces the Company’s previous Policy on Recoupment of Incentive Compensation from Executives in the Event of Certain Restatements, provided that such prior policy shall continue to apply to Incentive-Based Compensation that is Received before the Effective Date.
2.Administration. This Policy shall be administered by the Committee. Any determinations
made by the Committee shall be final and binding on all affected individuals.
3.Definitions. For purposes of this Policy, the following capitalized terms shall have the meanings set forth below.
(a)“Accounting Restatement” shall mean an accounting restatement of the Company’s financial statements due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement (i) to correct an error in previously issued financial statements that is material to the previously issued financial statements (i.e.,
a “Big R” restatement), or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (i.e., a “little r” restatement).
(b)“Affiliate” shall mean each entity that directly or indirectly controls, is controlled by, or is under common control with the Company.
(c)“Applicable Exchange” shall mean the New York Stock Exchange.
(d)“Applicable Listing Standards” shall mean
Section 303A.14 of the New York Stock Exchange Listed Company Manual.
(e)“Clawback Eligible Incentive Compensation” shall mean Incentive-Based Compensation Received by a Covered Executive (i) on or after the Effective Date, (ii) after beginning service as a Covered Executive, (iii) if such individual served as a Covered Executive at any time during the performance period for such Incentive-Based Compensation (irrespective of whether such individual continued to serve as a Covered Executive upon or following the Restatement Trigger Date), (iv) while the Company has a class of securities listed on a national securities exchange or a national securities association, and (v) during the applicable Clawback Period. For the avoidance of doubt, Incentive-Based Compensation Received
by a Covered Executive on or after the Effective Date could, by the terms of this Policy, include amounts approved, awarded, or granted prior to such date.
(f)“Clawback Period” shall mean, with respect to any Accounting Restatement, the three completed fiscal years of the Company immediately preceding the Restatement Trigger
Date and any transition period (that results from a change in the Company’s fiscal year) within or immediately
following those three completed fiscal years (except that a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of at least nine months shall count as a completed fiscal year).
(g)“Company Group” shall mean the Company and its Affiliates.
(h)“Covered Executive” shall mean any “executive officer” of the Company as defined under the Dodd-Frank Rules, and, for the avoidance of doubt, includes each
individual identified as an executive officer of the Company in accordance with Item 401(b) of Regulation S-K under the Exchange Act.
(i)“Erroneously Awarded Compensation” shall mean the amount of Clawback Eligible Incentive Compensation that exceeds the amount of Incentive-Based Compensation that otherwise would have been Received had it been determined based on the restated amounts, computed without regard to any taxes paid. With respect to any compensation plan or program that takes into account Incentive-Based Compensation, the amount contributed to a notional account that exceeds the amount that otherwise would have been contributed had it been determined based on the restated amount, computed without regard to any taxes paid, shall be considered Erroneously Awarded
Compensation, along with earnings accrued on that notional amount.
(j)“Financial Reporting Measures” shall mean measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and all other measures that are derived wholly or in part from such measures. Stock price and total shareholder return (and any measures that are derived wholly or in part from stock price or total shareholder return) shall for purposes of this Policy be considered Financial Reporting Measures. For the avoidance of doubt, a measure need not be presented in the Company’s financial statements or included in a filing with the U.S. Securities
and Exchange Commission (the “SEC”) in order to be considered a Financial Reporting Measure.
(k)“Incentive-Based Compensation” shall mean any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
(l)“Received” shall mean the deemed receipt of Incentive-Based Compensation. Incentive-Based Compensation shall be deemed received for this purpose in the Company’s fiscal period during which the Financial Reporting Measure specified in the applicable Incentive-Based Compensation award is attained, even if payment or grant of the Incentive-Based Compensation occurs after the end of that period.
(m)“Restatement
Trigger Date” shall mean the earlier to occur of (i) the date the Board, a committee of the Board, or the officer(s) of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
4.Recoupment of Erroneously Awarded Compensation. Upon the occurrence of a Restatement Trigger Date, the
Company shall recoup Erroneously Awarded Compensation reasonably promptly, in the manner described below. For the avoidance of doubt, the Company’s obligation to recover Erroneously Awarded Compensation under this Policy is not dependent on if or when restated financial statements are filed following the Restatement Trigger Date.
-2-
(a)Process. The Committee shall use the following process for recoupment:
(i)First, the Committee will determine the amount of any Erroneously Awarded Compensation for each Covered
Executive in connection with such Accounting Restatement. For Incentive-Based Compensation based on (or derived from) stock price or total shareholder return where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement, the amount shall be determined by the Committee based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was Received (in which case, the Company shall maintain documentation of such determination of that reasonable estimate and provide such documentation to the Applicable Exchange).
(ii)Second, the Committee will provide each affected Covered Executive with a written notice stating the amount
of the Erroneously Awarded Compensation, a demand for recoupment, and the means of recoupment that the Company will accept.
(b)Means of Recoupment. The Committee shall have discretion to determine the appropriate means of recoupment of Erroneously Awarded Compensation, which may include without limitation: (i) recoupment of cash or shares of Company stock, (ii) forfeiture of unvested cash or equity awards (including those subject to service-based and/or performance-based vesting conditions), (iii) cancellation of outstanding vested cash or equity awards (including those for which service-based and/or performance-based vesting conditions have been satisfied), (iv) to the extent consistent with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), offset of other
amounts owed to the Covered Executive or forfeiture of deferred compensation, (v) reduction of future compensation, and (vi) any other remedial or recovery action permitted by law. Notwithstanding the foregoing, the Company Group makes no guarantee as to the treatment of such amounts under Section 409A, and shall have no liability with respect thereto. For the avoidance of doubt, appropriate means of recoupment may include amounts approved, awarded, or granted prior to the Effective Date. Except as set forth in Section 4(d) below, in no event may the Company Group accept an amount that is less than the amount of Erroneously Awarded Compensation in satisfaction of a Covered Executive’s obligations hereunder.
(c)Failure to Repay.
To the extent that a Covered Executive fails to repay all Erroneously Awarded Compensation to the Company Group when due (as determined in accordance with Section 4(a) above), the Company shall, or shall cause one or more other members of the Company Group to, take all actions reasonable and appropriate to recoup such Erroneously Awarded Compensation from the applicable Covered Executive. The applicable Covered Executive shall be required to reimburse the Company Group for any and all expenses reasonably incurred (including legal fees) by the
Company Group in recouping such Erroneously Awarded Compensation.
(d)Exceptions. Notwithstanding anything herein to the contrary, the Company shall not be required to recoup Erroneously Awarded Compensation if one of the following conditions is met and the Committee determines that recoupment would be impracticable:
(i)The direct expense paid to a third party to assist in enforcing this Policy against a Covered Executive would exceed the amount to be recouped, after the Company has made a reasonable attempt to recoup the applicable Erroneously Awarded Compensation, documented such attempts, and provided such documentation to the Applicable
Exchange;
-3-
(ii)Recoupment would violate home country law where that law was adopted prior to November 28, 2022, provided that, before determining that it would be impracticable to recoup any amount of Erroneously Awarded Compensation based on violation of home country law, the Company has obtained an opinion of home country counsel, acceptable to the Applicable Exchange, that recoupment would result in such a violation and a copy of the opinion is provided to the Applicable Exchange; or
(iii)Recoupment
would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
5.Reporting and Disclosure. The Company shall file all disclosures with respect to this Policy in accordance with the requirements of the Dodd-Frank Rules.
6.Indemnification Prohibition. No member of the Company Group shall be permitted to indemnify any current or former Covered Executive against (i) the loss of any Erroneously Awarded Compensation that is recouped pursuant to the terms of this Policy,
or (ii) any claims relating to the Company Group’s enforcement of its rights under this Policy. The Company may not pay or reimburse any Covered Executive for the cost of third-party insurance purchased by a Covered Executive to fund potential recoupment obligations under this Policy.
7.Acknowledgment. To the extent required by the Committee, each Covered Executive shall be required to sign and return to the Company the acknowledgement form attached hereto as Exhibit A pursuant to which such Covered Executive will agree to be bound by the terms of, and comply with, this Policy.
For the avoidance of doubt, each Covered Executive will be fully bound by, and must comply with, the Policy, whether or not such Covered Executive has executed and returned such acknowledgment form to the Company.
8.Interpretation. The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. The Committee intends that this Policy be interpreted consistent with the Dodd-Frank Rules.
9.Amendment; Termination. The Committee may amend or terminate this Policy from time to time in its discretion, including as and when it determines that it is legally required
to do so by any federal securities laws, SEC rule or the rules of any national securities exchange or national securities association on which the Company’s securities are listed.
10.Other Recoupment Rights. The Committee intends that this Policy be applied to the fullest extent of the law. The Committee may require that any employment agreement, equity award, cash incentive award, or any other agreement entered into be conditioned upon the Covered Executive’s agreement to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company Group, whether arising under applicable law,
regulation or rule, pursuant to the terms of any other policy of the Company Group, pursuant to any employment agreement, equity award, cash incentive award, or other agreement applicable to a Covered Executive, or otherwise (the “Separate Clawback Rights”). Notwithstanding the foregoing, there shall be no duplication of recovery of the same Erroneously Awarded Compensation under this Policy and the Separate Clawback Rights, unless required by applicable law.
11.Successors. This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
-4-
Exhibit
A
SEALED AIR CORPORATION CLAWBACK POLICY
ACKNOWLEDGEMENT FORM
By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of the Sealed Air Corporation Clawback Policy (the “Policy”). Capitalized terms used but not otherwise defined in this Acknowledgement Form (this “Acknowledgement Form”) shall have the meanings ascribed to such terms in the Policy.
By signing this Acknowledgement Form, the undersigned acknowledges and agrees that the undersigned is and will continue to be subject to the Policy and that the Policy will apply both during and after the undersigned’s employment with the
Company Group. Further, by signing below, the undersigned agrees to abide by the terms of the Policy, including, without limitation, by returning any Erroneously Awarded Compensation to the Company Group reasonably promptly to the extent required by, and in a manner permitted by, the Policy, as determined by the Committee of the Company’s Board of Directors in its sole discretion.
Sign: _____________________________
Name: [Employee]
Date: _____________________________
A-1
Dates Referenced Herein and Documents Incorporated by Reference
