EXHIBIT 10.2
April 14, 1998
Xx. Xxxxx Xxxxxxxxx
X. X. Xxxxx & Co.
Xxx Xxxx Xxxxxx Xxxx
Xxxx Xxxxx, XX 00000
Dear Xxxxx:
This letter amends the employment agreement, dated May 15, 1995
("Employment Agreement"), and the restricted stock award agreement, dated June
6, 1995 ("Restricted Stock Agreement"), between you and X. X. Xxxxx & Co., a
New York corporation, which were subsequently assigned to and assumed by X. X.
Xxxxx & Co., a Delaware corporation renamed Sealed Air Corporation ("Old
Grace"). The amendments effected by this letter relate to the March 1998
separation of the flexible packaging businesses ("Packaging") from Grace
Specialty Chemicals, Inc., a Delaware corporation renamed X. X. Xxxxx & Co.
("New Grace").
As you know, in conjunction with the separation of Packaging from New
Grace, the contracts and obligations of Old Grace that related to the
non-Packaging businesses of Old Grace were assigned to, and assumed by, New
Grace. This letter confirms that the Employment Agreement and the Restricted
Stock Agreement were assigned to, and assumed by, New Grace, effective upon
consummation of such separation, on the following terms:
1. All references to "X. X. Xxxxx & Co.", "Company" or "Grace" in the
Employment Agreement and the Restricted Stock Agreement refer to New Grace and
any successor thereto.
2. Except as expressly set forth above (or by any other applicable amendments),
the Employment Agreement and the Restricted Stock Agreement remain in full
force and effect.
Please confirm your agreement with the foregoing by signing the
accompanying copy of this letter and returning it to Xxx Xxxx.
Sincerely,
Accepted and agreed to:
----------------------------------
Xxxxx Xxxxxxxxx
Date:
-----------------------------
