Exhibit 10.1


CARLISLE COMPANIES INCORPORATED

NONQUALIFIED STOCK OPTION AGREEMENT


This Agreement (the “Agreement”) is made as of June 21, 2007
(the “Date of Grant”) by and between Carlisle Companies Incorporated, a
Delaware corporation (the “Company”) and 
David A. Roberts (the “Optionee”).


1.                                       Grant of Option Right. Subject to and upon the terms, conditions and restrictions
set forth in this Agreement and in the Company’s Executive Incentive Program
(the “Program”), the Company hereby grants to the Optionee as of the Date of
Grant an option (the “Option Right”) to purchase 200,000 Common Shares, at the
price of $47.25 per share (the “Option Price”). 
This Option Right is intended to be a nonqualified stock option and
shall not be treated as an “incentive stock option” within the meaning of that
term under Section 422 of the Code.


2.                                       Exercise of Option Right.


(a)                                  Unless and until
terminated as hereinafter provided, the Option Right will become exercisable as
set forth in Table I below:


TABLE I


	
  Option

  	
   

  	
  Number of Shares

  	
   

  	
  Number of Shares

  	
   

  
	
  Vesting Dates

  	
   

  	
  Vested - Installments

  	
   

  	
  Vested - Total

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  June 21, 2007

  	
   

  	
  66,667

  	
   

  	
  66,667

  	
   

  
	
  June 21, 2008

  	
   

  	
  66,667

  	
   

  	
  133,334

  	
   

  
	
  June 21, 2009

  	
   

  	
  66,666

  	
   

  	
  200,000

  	
   

  



 


(b)                                 Notwithstanding
the provisions of Section 2(a), the Option Right will become immediately
exercisable in full if, prior to the date the Option Right becomes fully
exercisable pursuant to Section 2(a), (i) the Optionee ceases to be an employee
of the Company or any Subsidiary as a result of his death, Disability,
Retirement, involuntary termination by the Company for other than gross or
willful misconduct, or termination by Optionee for “Good Reason” (as defined in
the Employment Agreement between the Company and the Optionee dated June 5,
2007), or (ii) a Change in Control occurs while the Optionee is in the employ
of the Company and its Subsidiaries, subject to Section 15(n) of the Program.


3.                                       Forfeiture of Option Right.  The Option Right
shall be forfeited (to the extent it has not become exercisable pursuant to
Section 2) if the Optionee ceases to be continuously employed by the Company
and its Subsidiaries.



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4.                                       Payment of Option
Price.  The Option Price is payable (a) in cash or by
certified or cashier’s check or other cash equivalent acceptable to the Company
payable to the order of the Company, or (b) any other method approved by the
Company.


5.                                       Term of Option Right.  The
Option Right will terminate on the earliest of the following dates:


(a) Ninety days after the Optionee ceases to be an employee of the Company or
any Subsidiary unless the cessation is as a result of his death, Disability,
Retirement, involuntary termination by the Company for other than gross or
willful misconduct, or termination by Optionee for “Good Reason” (as defined in
the Employment Agreement between the Company and the Optionee dated June 5,
2007) in which case the Option Right will terminate as provided in Section 5(b)
below; or


(b)
Ten years from the Date of Grant (i.e., June 20, 2017).


6.                                       Transferability. 
Except with the consent of the Compensation Committee (the “Committee”),
the Option Right may not be sold, exchanged, assigned, transferred, pledged,
encumbered or otherwise disposed of by the Optionee; provided, however, that
the Optionee’s rights with respect to such Option Right may be transferred by
will or pursuant to the laws of descent and distribution.


7.                                       No Employment Contract.  Nothing contained
in this Agreement shall confer upon the Optionee any right with respect to
continuance of employment by the Company and its Subsidiaries, nor limit or
affect in any manner the right of the Company and its Subsidiaries to terminate
the employment or adjust the compensation of the Optionee.


8.                                       Taxes and Withholding.  To
the extent that the Company shall be required to withhold any federal, state,
local or other taxes in connection with Common Shares obtained upon the
exercise of the Option Right, and the amounts available to the Company for such
withholding are insufficient, it shall be a condition to the delivery of such
Common Shares that the Optionee shall pay such taxes or make provisions that
are satisfactory to the Company for the payment thereof.  The Optionee may elect to satisfy all or any
part of any such withholding obligation by surrendering to the Company a portion
of the Common Shares that are delivered to the Optionee upon the exercise of
the Option Right, and the Common Shares so surrendered by the Optionee shall be
credited against any such withholding obligation at the Market Value per Share
of such shares on the date of such surrender.


9.                                       Amendments. 
Subject to the terms of the Program, the Committee may modify this
Agreement upon written notice to the Optionee. 
Any amendment to the Program shall be deemed to be an amendment to this
Agreement to the extent that the amendment is applicable hereto.


10.                                 Severability.  In
the event that one or more of the provisions of this Agreement shall be
invalidated for any reason by a court of competent jurisdiction, any provision
so invalidated shall be deemed to be separable from the other provisions
hereof, and the remaining provisions hereof shall continue to be valid and
fully enforceable.


11.                                 Relation to Program.  The
Option Right granted under this Agreement and all the terms and conditions
hereof are subject to the terms and conditions of the Program.  This Agreement and the Program contain the
entire agreement and understanding of the parties with respect to the subject
matter contained in this Agreement, and supersede all prior communications,
representations and negotiations in respect thereto.  In the event of any inconsistency between the
provisions of this Agreement and the Program, the Program shall govern.  Capitalized terms used herein without
definition shall have the meanings assigned to them in the Program.  The Committee acting pursuant to the Program,
as constituted 



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from time to time, shall, except as expressly
provided otherwise herein, have the right to determine any questions which
arise in connection with the grant or exercise of the Option Right.


12.                                 Successors and Assigns. 
Without limiting Section 6  hereof,
the provisions of this Agreement shall inure to the benefit of, and be binding
upon, the successors, administrators, heirs, legal representatives and assigns
of the Optionee, and the successors and assigns of the Company.


13.                                 Notices.  Any
notice to the Company provided for herein shall be in writing to the Company
and any notice to the Optionee shall be addressed to the Optionee at his or her
address on file with the Company.  Except
as otherwise provided herein, any written notice shall be deemed to be duly
given if and when delivered personally or deposited in the United States mail,
first class certified or registered mail, postage and fees prepaid, return
receipt requested, and addressed as aforesaid. 
Any party may change the address to which notices are to be given
hereunder by written notice to the other party as herein specified (provided
that for this purpose any mailed notice shall be deemed given on the third
business day following deposit of the same in the United States mail).


IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed on its behalf by its duly authorized officer and the Optionee has
also executed this Agreement in duplicate, as of the day and year first above
written.


	
  

  	
  CARLISLE COMPANIES INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Steven J. Ford

  	
   

  
	
   

  	
  Name:

  	
  Steven J. Ford

  
	
   

  	
  Title:

  	
  Vice President, Secretary and General Counsel

  
					



 


The undersigned hereby acknowledges receipt of an executed
original of this Agreement and accepts the award of the Option Right granted
thereunder on the terms and conditions set forth herein and in the Program.


	
  

  	
   

  	
  /s/ David A. Roberts

  	
   

  
	
   

  	
   

  	
        David A. Roberts

  
	
   

  	
  Date:

  	
   

  	
  7/5/07

  	
   

  
						



 



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