Organization and Compensation Committee

SEALED AIR CORPORATION
ORGANIZATION AND COMPENSATION COMMITTEE CHARTER
February 17, 2016

Purpose

The Organization and Compensation Committee of the Board of Directors of Sealed Air Corporation is appointed by the Board to assist the Board in fulfilling its responsibilities relating to compensation of the Corporation’s executive officers, stockholder review and action regarding executive compensation matters, performance of the Chief Executive Officer (“CEO”) of the Corporation, succession planning, and the tax-qualified retirement plans sponsored by the Corporation. The Committee also shall have overall responsibility for reviewing and administering all of the Corporation’s equity and equity-based compensation programs.

Committee Membership

The Organization and Compensation Committee shall consist of no fewer than three members. The members of the Committee shall meet the independence requirements of the New York Stock Exchange and the Securities and Exchange Commission. Also, each member shall be an “outside director” as defined in Section 162(m) of the Internal Revenue Code and a “non-employee director” as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and shall satisfy any other necessary standards of independence under the federal securities and tax laws.

The Board shall appoint and may remove the members and the Chair of the Organization and Compensation Committee. The members of the Organization and Compensation Committee shall serve at the pleasure of the Board.

Committee Meetings and Procedures

The Organization and Compensation Committee shall meet as often as necessary or appropriate, but no less than four times a year. The Committee Chair may ask members of management or others to attend all or any portion of any meeting or to provide relevant information in written form.

The Committee Chair shall be responsible for scheduling all meetings of the Committee; however, a majority of the members of the Committee may call a special meeting of the Committee. The Committee Chair shall preside at the meetings of the Committee. In the absence of the Committee Chair, the majority of the members of the Committee present at the meeting shall appoint a member to preside at the meeting. A majority of the members of the Committee shall constitute a quorum for doing business. Any action of a majority of the members of the Committee present at any meeting at which a quorum is present shall be an action of the Committee. The Committee may also act by unanimous written consent. The Organization and Compensation Committee may form and delegate authority to subcommittees of the Committee or management when appropriate.

The Organization and Compensation Committee shall keep regular minutes of its proceedings and make regular reports to the Board. The Committee may request that any directors, officers or employees of the Corporation, or other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such pertinent information as the Committee requests.

Committee Authority and Responsibilities

The Organization and Compensation Committee shall:

  1. Establish the Corporation’s executive compensation philosophy and oversee the Corporation’s processes and procedures for consideration and determination of executive officer compensation.
  2. At least annually, review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those corporate goals and objectives, including conducting an annual review of the performance and compensation of the CEO with the other non-management members of the Board, and determine and approve the CEO’s salary and other items of compensation (including base salary level, cash and equity-based short- and long-term incentive compensation, severance arrangements, and any special or supplemental benefits) based on this evaluation and review and consider in determining the long-term incentive component of CEO compensation the Corporation’s performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the Corporation’s CEO in past years.
  3. At least annually, review and approve the salary and other items of compensation (including base salary level, cash and equity-based short- and long-term incentive compensation, severance arrangements, and any special or supplemental benefits) of the executive officers of the Corporation other than the CEO.
  4. Consider and advise the Board from time to time with respect to the organization and structure of the management of the Corporation.
  5. Oversee an annual evaluation of management and consider and make recommendations to the Board regarding the selection and retention of all executive officers of the Corporation.
  6. Administer and implement the Corporation’s incentive compensation plans and equity-based plans, and review, approve, and, when appropriate, recommend to the Board for approval incentive compensation plans and equity-based plans, which authority and responsibilities include amending and terminating such plans.
  7. Review the Corporation’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, review and discuss at least annually the relationship between risk management policies and practices and compensation, and evaluate compensation policies and practices that could mitigate any such risk.
  8. Periodically review and make recommendations to the Board regarding the succession plan for the CEO and review periodically management’s succession plans for other key officers and employees and plans for the selection and development of qualified individuals.
  9. Review with the Corporation’s management the compensation discussion and analysis of executive compensation included in the Corporation’s proxy statement or Form 10-K and produce the report of the Committee for inclusion in the Corporation’s proxy statement.
  10. Review and make recommendations to the Board regarding matters to be presented to a vote of the Corporation’s stockholders that relate to executive compensation, including non-binding stockholder votes on executive compensation and the frequency of such nonbinding votes, and the actions to be taken in response to such votes.
  11. Review and approve, for the CEO and other executive officers of the Corporation, employment agreements, severance agreements and change in control agreements.
  12. Adopt stock ownership guidelines applicable to the Corporation’s executive officers and other key executives and monitor compliance with those guidelines.
  13. Perform the duties and responsibilities of the Board under the Corporation’s Profit-Sharing Plan and any other retirement plan qualified under Section 401(a) of the Internal Revenue Code that the Corporation sponsors (except, with respect to the Profit-Sharing Plan, any and all authority to determine the amount and form of any annual contribution to such plan, which authority shall be retained by the Board but may be based on the recommendation of the Organization and Compensation Committee).
  14. Perform such other duties as are assigned by the Board.

Consultants and Advisors

The Organization and Compensation Committee shall have the sole authority and direct responsibility to retain, oversee and terminate any compensation consultant to be used to assist in the evaluation of CEO or senior executive compensation and shall have the sole authority to approve the consultant’s fees and other retention terms. The Organization and Compensation Committee shall also have the authority to obtain advice and assistance from internal or external independent legal, accounting or other advisors. The Corporation shall provide appropriate funding for payment of fees to such consultants and advisors.

The Organization and Compensation Committee shall undertake an independence assessment prior to selecting any compensation consultant, legal counsel (other than in-house legal counsel) or other advisers that will provide advice to the Organization and Compensation Committee (other than any role limited to (i) consulting on any broad-based plan that does not discriminate in scope, terms, or operation, in favor of executive officers or directors of the Corporation, and that is available generally to all salaried employees; or (ii) providing information that either is not customized for the Corporation or that is customized based on parameters that are not developed by the compensation consultant, and about which the compensation consultant does not provide advice) taking into account such factors as may be required by the NYSE from time to time. Any compensation consultant retained by the Organization and Compensation Committee or by management to assist in connection with setting the amount or form of executive or director compensation (other than any role limited to (i) consulting on any broad-based plan that does not discriminate in scope, terms, or operation, in favor of executive officers or directors of the Corporation, and that is available generally to all salaried employees; or (ii) providing information that either is not customized for the Corporation or that is customized based on parameters that are not developed by the compensation consultant, and about which the compensation consultant does not provide advice) shall not provide any other services to the Corporation or its subsidiaries, unless such services are pre-approved by the Organization and Compensation Committee. Finally, the Committee shall evaluate, on at least an annual basis, whether any work provided by such compensation consultant raised any conflict of interest.

Evaluation of the Committee

The Organization and Compensation Committee shall review and reassess the adequacy of this Charter at least annually and recommend any proposed changes to the Board for approval. The Organization and Compensation Committee shall annually review and evaluate its own performance and report the results of such review to the Nominating and Corporate Governance Committee.