Exhibit 10.2


CARLISLE COMPANIES INCORPORATED

RESTRICTED SHARE AGREEMENT


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


1.                                       Grant of Restricted Shares.  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 Grantee as of the Date of Grant 100,000 Common Shares as
Restricted Shares (the “Restricted Shares”). 
The Restricted Shares shall be fully paid and nonassessable and shall be
represented by a crtificate or certificates registered in the Grantee’s name,
endorsed with an appropriate legend referring to the restrictions hereinafter
set forth.


2.                                       Restrictions on Transfer of Restricted Shares.  The Restricted
Shares may not be sold, exchanged, assigned, transferred, pledged, encumbered
or otherwise disposed of by the Grantee, except to the Company, until the
Restricted Shares have become nonforfeitable as provided in Section 3 hereof; provided,
however, that the Grantee’s rights with respect to such Common Shares
may be transferred by will or pursuant to the laws of descent and
distribution.  Any purported transfer or
encumbrance in violation of the provisions of this Section 2 shall be void, and
the other party to any such purported transaction shall not obtain any rights
to or interest in such Common Shares.


3.                                       Vesting of Restricted Shares.  The Restricted
Shares shall become nonforfeitable as follows: 
(i) 20,000 Restricted Shares on June 21, 2008, (ii) 20,000 Restricted
Shares on June 21, 2009, (iii) 20,000 Restricted Shares on June 21, 2010, (iv)
20,000 Restricted Shares on June 21, 2011, and (v) 20,000 Restricted Shares on
June 21, 2012; provided, in each case that the Grantee shall have remained in
the continuous employ of the Company and its Subsidiaries until such
dates.  Subject to the terms of the Program
and notwithstanding the preceding sentence, all of the Restricted Shares shall
immediately become nonforfeitable if, prior to the date the Restricted Shares
become fully nonforfeitable pursuant to the preceding sentence, and while the
Grantee is in the employ of the Company and its Subsidiaries, (a) the Grantee
dies, (b) the Grantee’s Disability occurs, (c) the Grantee’s Retirement occurs,
(d) the involuntary termination of the Grantee by the Company for other than
gross or willful misconduct, (e) the termination by the Grantee for “Good Reason”
(as defined in the Employment Agreement between the Company and the Grantee
dated June 5, 2007), or (f) a Change in Control occurs.


4.                                       Forfeiture of Shares.  The Restricted
Shares shall be forfeited if the Grantee ceases to be continuously employed by the
Company and its Subsidiaries prior to the date the Restricted Shares become
fully nonforfeitable pursuant to Section 3. 
In the event of a forfeiture, the certificate(s) representing the
Restricted Shares covered by this Agreement shall be canceled.


5.                                       Dividend, Voting and Other Rights.  Except as otherwise
provided herein, from and after the Date of Grant, the Grantee shall have all
of the rights of a stockholder with respect to the Restricted Shares, including
the right to vote the Restricted Shares and receive any dividends that may be
paid thereon; provided, however, that any additional Common
Shares or other securities that the Grantee may become entitled to receive
pursuant to a stock dividend, stock split, combination of shares,
recapitalization, merger, consolidation, separation or reorganization or any
other change in the capital structure of the Company shall be subject to the
same restrictions as the Restricted Shares covered by this Agreement.  The Grantee acknowledges that the Restricted
Shares are being acquired for investment and that the Grantee has no current
intention to transfer, sell or otherwise dispose of such shares, except as
permitted by the Program and in compliance with Applicable Laws.



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6.                                       Retention of Stock Certificate(s) by the
Company. 
The certificate(s) representing the Restricted Shares shall be held in
custody by the Company, together with a stock power endorsed in blank by the
Grantee with respect thereto, until those shares have become nonforfeitable in
accordance with Section 3 of this Agreement. 
The Grantee hereby irrevocably appoints any officer of the Company as
his or her attorney-in-fact to transfer the Restricted Shares to the Company in
the event of the forfeiture of such shares.


7.                                       No Employment Contract.  Nothing contained in
this Agreement shall confer upon the Grantee 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 Grantee.


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 the issuance or vesting of the Restricted Shares, and
the amounts available to the Company for such withholding are insufficient, the
Grantee shall pay such taxes or make provisions that are satisfactory to the
Company for the payment thereof.


9.                                       Amendments.  Subject to the terms of the Program, the
Board may modify this Agreement upon written notice to the Grantee.  Any amendment to the Program shall be deemed
to be an amendment to this Agreement to the extent that the amendment is
applicable hereto.  Any waiver of any
term or condition or breach of this Agreement shall not be a waiver of any
other term or condition or of the same term or condition.


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.  This Agreement is
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 Compensation Committee acting pursuant to
the Program, as constituted 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 of Restricted Shares.


12.                                 Successors and Assigns.  Without limiting
Section 2 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 Grantee, and the successors and assigns of
the Company.



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IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed on its behalf by its duly authorized officer and the Grantee 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
Restricted Shares 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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