Exhibit 10.12


 


CARLISLE COMPANIES INCORPORATED


 


DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS


 


As Amended and Restated Effective January 1, 2007


 


The
Carlisle Companies Incorporated Deferred Compensation Plan for Non-Employee
Directors provides each eligible non-employee director with the opportunity to
defer all or a portion of his annual retainer and meeting fees to his Account
under the Plan.  The Plan also provided
eligible non-employee directors a one-time opportunity to elect to receive a
one-time credit to his Account under the Plan in lieu of any benefits to which
he would otherwise be entitled under the Company’s Director Retirement Plan.


 


The
Plan, originally effective January 1, 2004, is hereby amended and restated
effective as of January 1, 2007 to (i) conform the Plan to the
requirements of Section 409A of the Internal Revenue Code and (ii) meet
other current needs.


 


SECTION I

DEFINITIONS


 


In
this Plan, whenever the context so indicates, the singular or plural number and
the masculine, feminine or neuter gender shall be deemed to include the other
and the terms “he,” “his” and “him” shall refer to a Participant.  Unless otherwise indicated, section
references shall mean sections of this Plan. 
For the purposes hereof, the following words and phrases shall have the
meanings set forth below, unless their context clearly requires a different
meaning:


 


1.1                                 “Account” means the bookkeeping
account maintained under the Plan by the Administrator on behalf of each
Participant pursuant to Section 2.4 to reflect all allocations and
distributions with respect to the Participant under the Plan.


 


Each
Participant who participated in the Plan prior to January 1, 2005 shall
have a separate sub-account maintained by the Administrator to reflect (i) deferrals
of Fees earned by the Participant prior to January 1, 2005, (ii) the
one-time credit described in Section 2.4(ii), (iii) allocations of
gains, losses and earnings as described in 2.4(iii) with respect to pre-January 1,
2005 Fee deferrals and the one-time credit, and (iv) distributions of such
amounts.  Such sub-account is referred to
in the Plan as a Participant’s “Pre-2005 Sub-Account.”


 


1.2                                 “Administrator” means the
administrator appointed to administer the Plan. 
Unless and until otherwise specified, the Administrator under the Plan
shall be the Board.  Pursuant to Section 3,
from time to time the Administrator may delegate to the management of the
Company its responsibilities, including its recordkeeping responsibilities,
under the Plan.  Where used herein, the “Administrator”
shall be deemed to include representatives of the Company’s management to whom
administrative responsibilities, including recordkeeping responsibilities, have
been delegated.


 


1.3                                 “Beneficiary” or “Beneficiaries”
means the person or persons, including one or more trusts, designated by a
Participant in accordance with the Plan to receive payment of the remaining
balance of the Participant’s Account in the event of the death of the
Participant prior to the Participant’s receipt of the entire amount credited to
his Account.


 


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1.4                                 “Board” means (i) the Board of
Directors of the Company and (ii) any committee or committees of the
Company’s Board of Directors to which, and to the extent, the Company’s Board
of Directors has delegated some or all of its power, authority, duties or
responsibilities with respect to the Plan.


 


1.5                                 “Code” means the Internal Revenue Code
of 1986, as amended.


 


1.6                                 “Company” means Carlisle Companies
Incorporated, a Delaware corporation, and its successors, including, without
limitation, the surviving corporation resulting from any merger or
consolidation of Carlisle Companies Incorporated with any other corporation,
limited liability company, joint venture, partnership or other entity.


 


1.7                                 “Election Agreement” means a
Participant’s agreement, on a form provided by the Administrator, to defer his
Fees.


 


1.8                                 “Eligible Director” means, unless
otherwise determined by the Administrator, each member of the Board who is not
an employee of the Company or any of its affiliates.  Each Eligible Director shall continue as such
until his Termination of Service Date.


 


1.9                                 “Fees” means the annual retainer,
meeting fees and other similar amounts (as determined by the Administrator from
time to time) payable by the Company to a Participant in consideration for his
service as a member of the Board.


 


1.10                           “Insolvent” means that the Company has
become subject to a pending voluntary or involuntary proceeding as a debtor
under the United States Bankruptcy Code or has become unable to pay its debts
as they mature.


 


1.11                           “Participant” means any Eligible
Director who has at any time elected to defer the receipt of Fees in accordance
with the Plan or who has received a credit pursuant to Section 2.4(ii) and
who, in conjunction with his Beneficiary, has not received a complete
distribution of the amount credited to his Account.


 


1.12                           “Plan” means this deferred
compensation plan, which shall be known as the Carlisle Companies Incorporated
Deferred Compensation Plan for Non-Employee Directors.


 


1.13                           “Termination of Service Date” means
the date a Participant ceases to be a member of the Board for any reason.


 


1.14                           “Year” means the 12-month period
ending on each December 31.


 


SECTION II

DEFERRALS, CONTRIBUTIONS AND ACCOUNTS


 


2.1                                 Eligibility.  Subject to Section 2.3,
an Eligible Director may elect to defer receipt of all or a specified part of
his Fees for any Year in accordance with Section 2.2.  An Eligible Director’s entitlement to defer
shall cease with respect to the Year following the Year in which he ceases to
be an Eligible Director.


 


2.2                                 Election to Defer.  An
Eligible Director who desires to defer all or part of his Fees pursuant to the
Plan must complete and deliver an Election Agreement to the Administrator
before the first day of the Year for which such Fees would otherwise be
earned.  Notwithstanding the above, in
the event that an individual first becomes an Eligible Director during the
course of a Year, the individual’s Election Agreement must be filed no later
than thirty (30) days following the date he first becomes an Eligible
Director and such Election Agreement shall be effective only with respect to
Fees earned following the filing of the Election Agreement with the
Administrator.  An Election Agreement
that is timely delivered to the Administrator shall 


 


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be
effective with respect to Fees earned in all Years following the Year in which
the Election Agreement is delivered to the Administrator, unless such Election
Agreement is revoked or modified (which revocation or modification shall be
effective on the first day of the Year following the Year in which such
revocation or modification is delivered to the Administrator) or until terminated
automatically upon either the termination of the Plan, the Company’s becoming
Insolvent or the Participant’s Termination of Service Date.


 


2.3                               Deferral of Fees.  A
Participant shall designate on the Election Agreement the portion of his Fees
that is to be deferred in accordance with the following rules.  A Participant may defer up to 100% of the
Fees that he would earn and otherwise receive during the Year for services
performed as an Eligible Director.


 


2.4                                 Accounts.


 


(i)            Crediting
of Deferrals.  Fees that a
Participant elects to defer shall be credited to his Account on the date the
Fees would otherwise have been paid to the Participant.


 


(ii)           Converted
Benefit.  Each Eligible Director who
earned benefits under the Carlisle Companies Incorporated Director Retirement
Plan and who elected to receive a credit to his Account under the Plan in lieu
of such benefits received such credit to his Account on or about January 15,
2004 in the amount set forth in his Election Agreement for the Year beginning January 1,
2004.


 


(iii)          Investment
Procedures.  Until fully distributed
under the Plan, amounts credited to a Participant’s Account shall be credited
with gains, losses and earnings based on investment directions made by the
Participant on an Election Agreement provided by the Administrator.  The initial investment options available
under the Plan shall be (a) an investment option deemed to be invested
solely in shares of the common stock, par value of one dollar ($1.00), of the
Company, with dividends deemed to be reinvested in such shares (the “Company
Stock Fund”) and (b) a fixed rate investment option, which rate is
subject to change from time to time and is compounded annually (the “Fixed
Rate Fund”).  Each Participant may
change his investment elections one time per Year, which change will be
effective on the first day of such Year, by submitting an Election Agreement to
the Administrator during the period commencing on November 1 and ending on
December 31 of the preceding Year, provided, however, that a
Participant may not change from the Company Stock Fund to the Fixed Rate Fund
if, immediately after such change, he fails to satisfy the Company’s share
ownership guidelines.  The Administrator
specifically retains the right in its sole discretion to change the investment
options from time to time.  By giving
investment directions in accordance with the Plan, each Participant shall
thereby acknowledge and agree that the Company is not and shall not be required
to make any investment in connection with the Plan, nor is it required to
follow the Participant’s investment directions in any actual investment it may
make or acquire in connection with the Plan or in determining the amount of any
actual or contingent liability or obligation of the Company thereunder or relating
thereto.  The Plan is unfunded.  A Participant’s Account represents the
Company’s unsecured obligation to pay the amount credited to such bookkeeping
account.  Amounts credited to a
Participant’s Account shall be used to purchase the investments selected by the
Participant.


 


2.5                                 Date of Distribution.  The
distribution of a Participant’s Account shall be made or shall commence within
ninety days after the Participant’s Termination of Service Date.  Notwithstanding the foregoing, if a
Participant has a Termination of Service Date but as of such date the
Participant is a “specified employee” of the Company within the meaning of Code
Section 409A(a)(2)(B)(i) and the regulations thereunder, distribution
of the Participant’s Account shall not be made or commence until six months
after the Participant’s “separation from service” with the Company (as defined
in Code Section 409A and applicable regulations) or, if earlier, the
Participant’s death.


 


2.6                                 Distribution of Accounts.


 


(i)           Available
Forms of Distribution.  A Participant’s
entire Account (including his Pre-2005 Sub-Account, if any, and the amount of
each investment option in which the Account is deemed 


 


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invested)
shall be distributed in cash, at the election of the Participant, (a) in a
single lump sum or (b) in quarterly installments over a period of ten
years.  Payment shall commence on the
date specified in Section 2.5, except as otherwise provided herein.  The payment to a Participant or his Beneficiary
of a single lump sum or of the installments payable hereunder shall discharge
all obligations of the Company to such Participant or Beneficiary under the
Plan with respect to that Account.  In
the event that a Participant’s Account is paid in installments, the amount of
each installment shall be equal to the quotient obtained by dividing the
Participant’s Account balance as of the date of such installment payment by the
number of installment payments remaining to be made to or in respect of such
Participant at the time of the calculation.


 


(ii)          Distribution
Election Procedures.  In accordance
with procedures established by the Administrator, but in no event later than
the later of (a) December 31, 2007 and (b) thirty days after the
date an Eligible Director becomes a Participant under the Plan, the Participant
shall make an irrevocable election to have his Account distributed in
accordance with one of the available forms of distribution described in Section 2.6(i).  In the event that no valid and timely election
is made regarding the Participant’s form of distribution, the Participant’s
Account shall be paid in a single lump sum. 
The form of distribution of a Participant’s Account cannot be changed
after the deadline for making a form of distribution election.


 


2.7                                 Death of a Participant.  If a
Participant dies after payment of his Account in installments has commenced,
the remaining balance of his Account shall continue to be paid to his
Beneficiary or Beneficiaries in accordance with the payment schedule that has
already commenced.  If a Participant dies
before payment from his Account has commenced, the Participant’s Account shall
be paid to his Beneficiary or Beneficiaries in cash in a single lump sum within
ninety days after the Participant’s death. 
Each Participant shall designate a Beneficiary or Beneficiaries on a
Beneficiary designation form provided by the Administrator.  A Participant’s Beneficiary designation may
be changed at any time prior to his death by the execution and delivery of a
new Beneficiary designation.  The
Beneficiary designation on file with the Company that bears the latest date at
the time of the Participant’s death shall govern.  Notwithstanding the above, in the absence of
a Beneficiary designation, the amount of the Participant’s Account shall be
paid to the Participant’s estate in a lump sum amount within 90 days after the
appointment of an executor or administrator or as otherwise determined by the
Administrator.


 


2.8                                 Accelerated Payment of Pre-2005 Sub-Account. 
Notwithstanding any other provision of the Plan, each Participant shall
be permitted, at any time, to make an election to receive, payable as soon as
administratively practicable after such election is received by the
Administrator, a distribution of part or all of his Pre-2005 Sub-Account in a
single lump sum, if (and only if) the amount in the Participant’s Pre-2005
Sub-Account subject to such distribution is reduced by 10%, which 10% amount
shall thereupon irrevocably be forfeited.


 


2.9                                 Vesting of Accounts.  Subject
to Section 2.8, each Participant shall at all times have a nonforfeitable
interest in his Account balance.


 


SECTION III

ADMINISTRATION


 


The
Administrator shall be responsible for the general administration of the Plan
and for carrying out the provisions hereof. 
The Administrator shall have all such powers as may be necessary to
carry out the provisions of the Plan, including the power to (i) resolve
all questions relating to eligibility for participation in the Plan and the
amount in the Account of any Participant and all questions pertaining to claims
for benefits and procedures for claim review, (ii) resolve all other
questions arising under the Plan, including any factual questions and questions
of construction, and (iii) take such further action as the Company shall
deem advisable in the administration of the Plan.  The actions taken and the decisions made by
the Administrator hereunder shall be final and binding upon all interested
parties.  Any Participant who would
otherwise be entitled to act on behalf of the Administrator shall recuse
himself from any decision of the Administrator that is made solely with respect
to him.  The Administrator shall provide
a procedure for handling claims of 


 


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Participants
or their Beneficiaries under the Plan. 
Such procedure shall provide adequate written notice within a reasonable
period of time with respect to the denial of any such claim as well as a
reasonable opportunity for a full and fair review by the Administrator of any
such denial.  From time to time, the
Administrator may delegate to the management of the Company its
responsibilities, including its recordkeeping responsibilities, under the Plan.


 


SECTION IV

AMENDMENT AND TERMINATION


 


4.1                                 Amendment.  The Company reserves the right
to amend the Plan at any time by action of the Board; provided, however,
that no such action shall reduce the Account balance of any Participant or
Beneficiary without his consent.


 


4.2                                 Termination.  The Company reserves the right
to terminate the Plan at any time by action of the Board.  In the event the Company terminates the Plan,
the Administrator shall determine how and when amounts credited to Participant
Accounts will be distributed, provided such distribution determination complies
in all respects with Section 409A of the Code and applicable
regulations.  In such regard, the Company
reserves the maximum discretionary authority permissible under Section 409A
of the Code and applicable regulations to terminate the Plan and make
distributions in the event of a “change in control” of the Company (as defined
in Treasury Regulation Section 1.409A-3(g)(5)).


 


4.3                                 Compliance with Section 409A of the Code.  The
Company intends for the Plan to comply with Code Section 409A.  In the event that the Company reasonably
determines that any Plan provision or procedure does not comply with Code Section 409A,
the Company shall adopt such Plan amendments or adopt other policies or
procedures that will bring the Plan and its administration into compliance with
Code Section 409A; provided, however, that no such action
shall reduce the Account balance of any Participant or Beneficiary without his
consent.


 


SECTION V

MISCELLANEOUS


 


5.1                                 Non-alienation of Deferred Compensation. 
Except as permitted by the Plan, no right or interest under the Plan of
any Participant or Beneficiary shall, without the written consent of the
Company, be (i) assignable or transferable in any manner, (ii) subject
to alienation, anticipation, sale, pledge, encumbrance, attachment, garnishment
or other legal process or (iii) in any manner liable for or subject to the
debts or liabilities of the Participant or Beneficiary.


 


5.2                                 Interest of Participant.


 


(i)            The
obligation of the Company under the Plan to make payment of amounts reflected
in an Account merely constitutes the unsecured promise of the Company to make
payments from its general assets and no Participant or Beneficiary shall have
any interest in, or a lien or prior claim upon, any property of the Company.  It is the intention of the Company that the
Plan be unfunded for tax purposes.


 


(ii)           In
the event that the Company purchases an insurance policy or policies insuring
the life of any Participant (or any other property) to allow the Company to
recover the cost of providing the benefits, in whole or in part, hereunder,
neither the Participants nor their Beneficiaries or other distributees shall
have nor acquire any rights whatsoever therein or in the proceeds
therefrom.  The Company or its delegate
shall be the sole owner and beneficiary of any such policy or policies and, as
such, shall possess and may exercise all incidents of ownership therein.  A Participant’s participation in the
underwriting or other steps necessary to acquire such policy or policies may be
required by the Company and, if required, shall not be a suggestion of any
beneficial interest in such policy or policies to such Participant or any other
person.


 


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5.3                                 Claims of Other Persons.  The
provisions of the Plan shall in no event be construed as giving any other
person, firm or corporation any legal or equitable right as against the Company
or the officers, employees or directors of the Company, except any such rights
as are specifically provided for in the Plan or are hereafter created in
accordance with the terms and provisions of the Plan.


 


5.4                                 Severability.  The
invalidity and unenforceability of any particular provision of the Plan shall
not affect any other provision hereof, and the Plan shall be construed in all
respects as if such invalid or unenforceable provision were omitted.


 


5.5                                 Construction. 
Except to the extent preempted by federal law, the provisions of the
Plan shall be governed and construed in accordance with the laws of the State
of North Carolina.  Unless the context
clearly requires otherwise, the masculine pronoun wherever used herein shall be
construed to include the feminine pronoun.


 


5.6                                 Successors.  The Company shall require any
successor (whether direct or indirect, by purchase, merger, consolidation,
reorganization or otherwise) to all or substantially all of the business and/or
assets of the Company to expressly assume this Plan.  This Plan shall be binding upon and inure to
the benefit of the Company and any successor of or to the Company, including
without limitation any persons acquiring directly or indirectly all or
substantially all of the business and/or assets of the Company whether by sale,
merger, consolidation, reorganization or otherwise (and such successor shall
thereafter be deemed the “Company” for the purposes of this Plan), and the
heirs, beneficiaries, executors and administrators of each Participant.


 


5.7                                 Withholding of Taxes and Other Amounts.  The
Company may withhold or cause to be withheld from any amounts deferred or
payable under the Plan any taxes or other amounts as shall be legally required.


 


5.8                                 Electronic or Other Media. 
Notwithstanding any other provision of the Plan to the contrary,
including any provision that requires the use of a written instrument, the
Administrator may establish procedures for the use of electronic or other media
in communications and transactions between the Plan or the Administrator and
Participants and Beneficiaries. 
Electronic or other media may include, but are not limited to, e-mail,
the Internet, intranet systems and automated telephonic response systems.


 


IN WITNESS WHEREOF, to
record the amendment and restatement of the Plan, the Company has caused this
document to be executed by its duly authorized officer on the 7th day of December, 2007.


 


	
   

  	
  CARLISLE COMPANIES INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
         /s/
  Steven J. Ford

  
	
   

  	
  Name:

  	
      Steven
  J. Ford

  
	
   

  	
  Title:

  	
        Secretary

  
						



 


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