Exhibit 10.3


EXECUTIVE SEVERANCE AGREEMENT


This Executive Severance Agreement (“Agreement”) is
between Carlisle Companies Incorporated, a Delaware corporation (“Corporation”)
and David A. Roberts (“Executive”).


RECITALS


The Board of Directors of the Corporation has
approved the execution of severance agreements with certain key executives of
the Corporation and its subsidiaries.


Should the Corporation receive any proposal from a
third person concerning a possible business combination with, or acquisition of
equity securities of the Corporation, the Board believes it imperative that the
Corporation and the Board be able to rely upon the Executive to continue in his
position and rely upon his advice without concern that he might be distracted
by the personal uncertainties and risks created by such a proposal.


Should the Corporation receive any such proposals,
in addition to the Executive’s regular duties, he may be called upon to assist
in the assessment of such proposals, advise management and the Board as to whether
such proposals would be in the best interests of the Corporation and its
shareholders, and take such other actions as the Board might determine to be
appropriate.


To assure the Corporation that it will have the
continued dedication of the Executive and the availability of his advice and
counsel notwithstanding the possibility, threat or occurrence of a bid to take
over control of the Corporation, and to induce the Executive to remain in the
employ of the Corporation, and for other good and valuable consideration, the
Corporation and the Executive agree as follows:


In the event a third person begins a tender or
exchange offer, circulates a proxy to shareholders, or takes other steps to
effect a Change of Control of the Corporation (as defined below), the Executive
agrees that he will not voluntarily leave the employ of the Corporation, and
will render the services contemplated in the recitals to this Agreement until
the third person has abandoned or terminated his efforts to effect a Change of
Control or until a Change of Control has occurred.


In the event the Executive’s employment with the
Corporation (including its subsidiaries) terminates for any reason (either
voluntary or involuntary, other than as a consequence of his death or
disability, or of his retirement at or after his normal retirement date under
the Corporation’s pension plans) within three (3) years after a Change of
Control of the Corporation (as defined below) the Corporation will provide:


A.                                   Cash Payments.  On
or before the Executive’s last day of employment with the Corporation, the
Corporation will pay to the Executive as compensation for services rendered to
the Corporation a lump sum cash amount (subject to any applicable payroll or
other taxes required to be withheld) equal to the excess of the amount
specified in clause (i) over that in clause (ii) below:


(i)
three times the highest annual compensation (including base salary and annual
cash bonus) paid or payable to the Executive by the Corporation for any of the
three (3) years ending with the date of the Executive’s termination;



 1
 









(ii)
the amount of any separation pay payable to the Executive pursuant to Paragraph
6 of the employment letter agreement between the Executive and the Corporation
dated June 5, 2007 (the “Executive’s Employment Agreement”).


Provided, however,
in the event there are fewer than thirty-six (36) whole or partial months
remaining from the date of the Executive’s termination to his normal retirement
date, the amount calculated in clause (i) of the immediately preceding sentence
will be reduced by multiplying it by a fraction the numerator of which is the
number of whole or partial months so remaining to his normal retirement date
and the denominator of which is thirty-six (36).


B.                                     Stock Options and Restricted Stock.  Any
outstanding but unexercised stock options held by the Executive under any of
the Corporation’s equity compensation plans and programs will be immediately
exercisable, and any unvested restricted stock held by the Executive under any
of the Corporation’s equity compensation plans and programs will be immediately
vested and free of all restrictions.  In
addition, all such stock options will continue to be exercisable for the
remaining term thereof.


C.                                     Special Retirement Benefits.  The
Executive will be eligible to receive “Special Retirement Benefits” so that the
total retirement benefits he receives will approximate the retirement benefits
he would have received had he continued in the employ of the Corporation for at
least three (3) years following his termination (or until his normal retirement
date, whichever is earlier).  These
benefits will include all ancillary benefits, such as early retirement,
supplemental retirement and survivor rights and benefits available at
retirement.  If the Executive’s credited
service with the Corporation plus three (3) years would result in vested
benefits and/or eligibility for ancillary benefits under the Corporation’s
supplemental pension plan (as amended as required by Paragraph 9 of the
Executive’s Employment Agreement), the amount payable to the Executive or his
beneficiaries shall equal the excess of the amount specified in clause (i) over
that in clause (ii) below:


(i)                                     The benefits that would be paid to the
Executive or his beneficiaries, if the three (3) years (or period to his normal
retirement age, if less) following his termination are added to his credited
service under the Corporation’s supplemental pension plan (as amended as
required by Paragraph 9 of the Executive’s Employment Agreement), and his final
average earnings are the same as his actual average earnings (including the
amount specified in Paragraph A as compensation for services rendered to the
Corporation in the year of his termination);


(ii)                                  The benefit that is payable to the Executive
or his beneficiaries under the Corporation’s supplemental pension plan (as
amended as required by Paragraph 9 of the Executive’s Employment Agreement).


All these Special Retirement Benefits are provided
on an unfunded basis and are not intended to meet the qualification
requirements of Section 401 of the Internal Revenue Code of 1986 (the “Code”).  All Special Retirement Benefits shall be
payable solely from the general assets of the Corporation or its appropriate
affiliate.


D.                                    Other Benefits.


(i)                                     Insurance and Other Special Benefits.  The
Executive’s participation in the life, accident and health insurance plans of
the Corporation, and in fringe benefits provided the Executive prior to the
Change of Control or his termination, shall be continued, or equivalent benefits
provided, by the Corporation, at no direct cost to him, for a period of three
(3) years from the date his employment terminates (or until his normal
retirement date, whichever is sooner).



 2
 









(ii)                                  Relocation Assistance. 
Should the Executive move his residence in order to pursue other
business opportunities within two (2) years of his termination, he will be
reimbursed for any expenses incurred in that relocation (including taxes
payable on the reimbursement) which are not reimbursed by another employer.  Benefits under this provision will include
the assistance in selling the Executive’s home which was customarily provided
by the Corporation to transferred executives prior to the Change of Control.


(iii)                               Incentive Compensation.  Any
awards previously made to the Executive under any long-term incentive programs
of the Corporation and not previously paid shall immediately vest on the date
of his termination and shall be paid on that date and included as compensation
in the year paid.


(iv)                              Savings and Other Plans.  The
Executive’s participation in any applicable savings, retirement, profit
sharing, stock option, and/or restricted stock plan of the Corporation or any
of its subsidiaries shall continue only through the last day of his
employment.  Any terminating distribution
and/or vested rights under such Plans shall be governed by the terms of those
respective plans.


(v)                                 Continuing Obligations.  The
Executive shall retain in confidence any confidential information known to him
concerning the Corporation and its business so long as such information is not
publicly disclosed.


E.                                      Definition Change of Control.  For
the purpose of this Agreement, a “Change of Control” shall be deemed to have
taken place if:


(i)                                     any third person, including a “group” as
defined in Section 13(d)(3) of the Securities Exchange Act of 1934, acquires
shares of the Corporation having 20% or more of the total number of votes that
may be cast for the election of Directors of the Corporation; or


(ii)                                  as the result of any cash tender or exchange
offer, merger or other business combination, sale of assets or contested
election, or any combination of the foregoing transactions, the persons who
were directors of the Corporation before the transaction shall cease to
constitute a majority of the Board of Directors of the Corporation or any
successor to the Corporation.


F.                                      Compliance with Code Section 409A. 
Notwithstanding anything in this Agreement to the contrary, if any
amount or benefit that the Company determines would constitute non-exempt “deferred
compensation” for purposes of Section 409A of the Code would otherwise be
payable or distributable under this Agreement by reason of the Executive’s
separation from service, then to the extent necessary to comply with Code
Section 409A:


(i)                                     if the payment or distribution is payable in
a lump sum, the Executive’s right to receive payment or distribution of such
non-exempt deferred compensation will be delayed until the earlier of the
Executive’s death or the first day of the seventh month following the Executive’s
separation from service; and


(ii)                                  if the payment or distribution is payable
over time, the amount of such non-exempt deferred compensation that would
otherwise be payable during the six-month period immediately following the
Executive’s separation from service will be accumulated and the Executive’s
right to receive payment or distribution of such accumulated amount will be
delayed until the earlier of the 



 3
 









Executive’s death or the
first day of the seventh month following the Executive’s separation from
service and paid on the earlier of such dates, without interest, and the normal
payment or distribution schedule for any remaining payments or distributions
will commence.


G.                                     General.


(i)                                     Indemnification.  If
litigation shall be brought to enforce or interpret any provision contained in
this Agreement, the Corporation indemnifies the Executive for his reasonable
attorney fees and disbursements incurred in such litigation, and agrees to pay
pre-judgement interest on any money judgment obtained by the Executive
calculated at the prime interest rate in effect from time to time from the date
that payment(s) to him should have been made under this Agreement.


(ii)                                  Payment Obligations Absolute. 
Except as provided in paragraph F(vi), upon the occurrence of a Change
of Control, the Corporation’s obligation to pay the Executive the compensation
and to make the arrangements provided in this Agreement shall be absolute and
unconditional and shall not be affected by any circumstances, including,
without limitation, any set-off, counterclaim, recoupment, defense or other
right which the Corporation may have against him or anyone else.  All amounts payable by the Corporation under
this Agreement shall be paid without notice or demand.  Except as expressly provided in this
Agreement, the Corporation waives all rights which it may now have or may
hereafter have conferred upon it, by statute or otherwise, to terminate, cancel
or rescind this Agreement in whole or in part. 
Every payment made under this Agreement by the Corporation shall be
final and the Corporation will not seek to recover all or any part of such
payment from the Executive or anyone else who may be entitled to the payments
for any reason whatsoever.


(iii)                               Successors.  This Agreement shall be
binding upon and inure to the benefit of the Executive and his estate, and the
Corporation and any successor of the Corporation, but neither this Agreement
nor any rights arising hereunder may be assigned or pledged by the Executive.


(iv)                              Severability.  Any
provision in this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective only to the extent
of such prohibition or unenforceability without invalidating or affecting the
remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.


(v)                                 Controlling Law.  This
Agreement shall in all respects be governed by, and construed in accordance
with, the laws of the State of Delaware.


(vi)                              Modification or Termination.  At
any time prior to a Change of Control, the Board of Directors of the
Corporation may, in its absolute discretion, and without the consent of the
Executive, amend, modify or terminate this Agreement upon written notice tot he
Executive.  The Board may also terminate
this Agreement at any time with respect to the Executive if the Executive is
directly or indirectly affiliated (as defined in Rule 12b-2 of the
Securities Exchange Act of 1934) with the “group” which has consummated a
Change of Control under paragraph F(i)



 4
 









The parties have executed this Agreement as of June
21, 2007.


	
  

  	
  CARLISLE COMPANIES
  INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven J. Ford

  
	
   

  	
   

  	
  Steven J. Ford,
  Vice President,

  
	
   

  	
   

  	
  Secretary and
  General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ David A. Roberts

  
	
   

  	
  David A. Roberts

  



 



 5