Exhibit 10.11


 


CARLISLE COMPANIES INCORPORATED

RESTRICTED STOCK UNIT AGREEMENT


 


This
Agreement (the “Agreement”) is made as of
                    ,
         (the “Date of Grant”) by and
between Carlisle Companies Incorporated (the “Company”) and
              
(the “Grantee”).


 


1.             Grant of
Restricted Stock Units. 
Subject to and upon the terms, conditions and restrictions set forth in
this Agreement and in the Company’s Nonemployee Director Equity Plan (the “Plan”),
the Company hereby grants to the Grantee as of the Date of Grant
            
Restricted Stock Units (the “Units”), each of which shall represent the right
to receive, when and as provided herein, one Common Share.


 


2.             Vesting of
Units.  The Units shall be
fully and immediately vested on the Date of Grant.


 


3.             Account;
Dividend Equivalent Payments. 
The Units shall be credited to a bookkeeping account in the name of the
Grantee on the books and records of the Company (the “Account”).  Within thirty (30) days after the payment
date of any cash dividend with respect to the Common Shares, additional units (“Dividend
Units”), representing phantom dividends on the Units and Dividend Units held in
the Account as of the record date for such dividend, shall be credited to the
Account in accordance with provisions of the Plan.  Dividend Units shall be fully and immediately
vested when credited to the Grantee’s Account.


 


4.             Receipt of
Shares.  The Company shall
issue Common Shares, plus any additional Common Shares represented by Dividend
Units credited to the Grantee’s Account, to the Grantee, or to the Grantee’s
estate in the event of the Grantee’s death, as soon as administratively
practicable after the termination of the Grantee’s service on the Board.


 


5.             Limitation
of Rights.  The Units and
Dividend Units do not confer to Grantee any rights of a shareholder of the
Company unless and until Common Shares are in fact issued to the Grantee in
accordance with this Agreement.


 


6.             Restrictions
on Transfer of Units and Dividend Units.  The Units and Dividend Units may not be sold,
exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of
by the Grantee, except to the Company; provided, however, that
the Grantee’s rights with respect to such Units and Dividend Units 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 6 shall be void, and the other
party to any such purported transaction shall not obtain any rights to or
interest in such Units or Dividend Units.


 


7.             Amendments.  Subject to the terms of the Plan, the Board
may modify this Agreement upon written notice to the Grantee.  Any amendment to the Plan 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.


 


8.             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.


 


9.             Relation to
Plan.  This Agreement is
subject to the terms and conditions of the Plan.  This Agreement and the Plan 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 


 


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and the Plan, the Plan shall govern.  Capitalized terms used herein without
definition shall have the meanings assigned to them in the Plan.  The Committee acting pursuant to the Plan, 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 Units or Dividend Units.


 


10.           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 Grantee, and the successors and assigns of the Company.


 


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:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  



 


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