Exhibits 10.20


 


	
  Carlisle
  Companies Incorporated

  	
   

  
	
  13925
  Ballantyne Corporate Place, Suite 400

  
	
  Charlotte,
  NC 28277

  
	
  Phone:

  	
  704-501-1100

  
	
  Fax:

  	
  704-501-1190

  	
   

  



 


David
A. Roberts


Chairman, President and Chief
Executive Officer


 


CONFIDENTIAL


 


December 31,
2008


 


Mr. D.
Christian Koch


700
Biyun Road


Green
Villas D-17


Pudong,
Shanghai, PRC 201206


 


Dear
Chris:


 


I
am pleased to offer you employment as President of Carlisle Industrial Brake
and Friction (the “Company”).  This
letter sets forth the terms and conditions of your employment.


 


1.             Employment and
Position.  Your
employment will commence January 1, 2009, (the “Employment Date”).  You will be employed on a full-time basis as
President of Carlisle Industrial Brake and Friction reporting to me as acting
Group President of the Specialty Products segment.  You will be responsible for all operations
and activities of Carlisle Industrial Brake and Friction, and such other duties
as I may reasonably determine.  In this
position, you will physically reside in the Bloomington, Indiana area.


 


2.             Compensation
and Benefits.


 


a.               Base Salary.  Your starting annual base salary will be
$300,000, payable in accordance with the Company’s regular payroll practices
and subject to increase from time to time by the Compensation Committee in its
discretion.


 


b.              Bonus.  You will be eligible to earn an annual target
bonus of 75% of your base salary with a maximum award opportunity equal to 150%
of target.  Bonus payments are typically
made in February based on the prior year’s performance and subject to the
discretion and approval of the Compensation Committee.


 


c.               Long Term
Incentive.  Annual
grant of restricted shares and stock options representing a target value of
100% of salary.


 


3.             Employee
Benefit Plans.  You will be
entitled to participate in all employee benefit plans, from time to time in
effect, generally available for executives of Carlisle Companies (“Carlisle”),
subject to plan terms and applicable Carlisle policies.  Currently, Carlisle offers senior executives
group health and dental plans, group term life insurance, long-term disability
insurance, and a 401(k) plan.  In
addition, you will be entitled to participate in Carlisle’s supplemental
pension plan which provides participating executives a cash balance pension benefit.


 


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4.             Change of Control.  You will be entitled to participate in
Carlisle’s executive severance program providing for benefits in the event of
the “change of control” defined generally as an acquisition of 20% or more of
the outstanding voting shares of Carlisle or change in the majority of Carlisle’s
Board of Directors.  In the event of a
termination of your employment within three years of a “change in control”, you
would be entitled to three years compensation, including bonus, retirement
benefits equal to the benefits you would have received had you completed three
additional years of employment, continuation of all life, accident, health,
savings and other fringe benefits, all in accordance with and subject to the
terms of the executive severance program.


 


5.             Expatriate Program.  Your family will continue to reside in China
until the summer of 2009 and Carlisle will provide you and your family
expatriate benefits the same as those currently provided to you.  Following is a summary of your existing
benefits:


 


·                  Housing/utilities


·                  Car and Driver


·                  Tuition and fees for your two sons


·                  Two trips home annually


·                  Annual tax preparation and filing


·                  Tax equalization


·                  Emergency evacuation insurance


·                  Repatriation package


·                  Medical insurance (US and local)


·                  Mail forwarding weekly


·                  Participation in Carlisle 401K, cash balance
retirement, etc


·                  Goods and services differential


·                  Hardship allowance (10%)


·                  US home security allowance (lawn care, snow
removal, etc) ($500/mo)


·                  Local club membership


·                  Carlisle pays all Chinese taxes


 


6.             Relocation.  You will be entitled to the normal Carlisle
relocation program to assist you and your family’s move from China to Indiana,
which will take place no later than the summer of 2009.


 


7.     Vacation.  You will be entitled to 4 weeks of vacation
per year.


 


	
   

  	
  Chris, if you have any questions please give me a
  call.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Sincerely,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ David A. Roberts

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  David A. Roberts

  	
   

  
	
   

  	
  Chairman, President and Chief Executive Officer

  	
   

  



 


AGREED
AND ACCEPTED:


 


	
  /s/
  D. Christian Koch

  	
   

  
	
  D.
  Christian Koch

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
  1/31/09

  	
   

  
				



 


cc:           Steven J. Ford, Vice President and
Chief Financial Officer


 


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  Carlisle
  Companies Incorporated

  	
  

  
	
  13925
  Ballantyne Corporate Place, Suite 400

  
	
  Charlotte,
  NC 28277

  
	
  Phone:

  	
  704-501-1100

  
	
  Fax:

  	
  704-501-1190

  	
   

  



 


David
A. Roberts


Chairman, President and Chief
Executive Officer


 


CONFIDENTIAL


 


January 11,
2008


 


Mr. D.
Christian Koch


700
Biyun Road


Green
Villas D-17


Pudon,
Shanghai PRC 201206


 


Dear
Chris:


 


I
am pleased to offer you employment as Vice President, Asia-Pacific of Carlisle
Companies Incorporated (the “Company”). 
This letter sets forth the terms and conditions of your employment.


 


1.             Employment and Position.  Your employment will commence February 2008,
(the “Employment Date”).  You will be
employed on a full-time basis as Vice President, Asia-Pacific reporting to
me.  You will be responsible for all
sales and marketing, including any shared customer service activities, for all
of the Company’s operations in the Asia-Pacific region, and such other duties
as I may reasonably determine.  In this
position, you will physically reside in Asia for the first 18 to 24 months of
your employment.  Upon completion of the
18 to 24 month period, it will be my intent to transfer you and your family
back to the United States of America. 
That move will depend upon my decision that the job can be performed
adequately from the US, or a person that has been developed to replace you in
Asia and either you will have that person reporting to you or you could be
assigned to another position in the USA which could best utilize your skills.


 


2.     Compensation
and Benefits.


 


a.          Base
Salary.  Your starting annual base
salary will be $300,000, payable in accordance with the Company’s regular payroll
practices and subject to increase from time to time by the Compensation
Committee in its discretion.


 


b.          Bonus.  You will be eligible to earn an annual target
bonus of 100% of your base salary with a maximum award opportunity equal to
150% of target.  Bonus payments are
typically made in February based on the prior year’s performance and
subject to the discretion and approval of the Compensation Committee.


 


For
2008, we will guarantee a minimum bonus payment of 33% of your 2008  salary, which is equal to $100,000, payable
in February, 2009 to offset any loss you may have from no longer participating
in your current employers incentive bonus program.


 


c.          Long
Term Incentive.  Annual grant of
restricted shares and stock options representing a target value of 100% of
salary.


 


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d.              Restricted Share Grant.  As of the Employment Date, you will receive a
grant of 20,000 “restricted” shares of Company common stock under the Company’s
Amended and Restated Executive Incentive Program (the “Program”).  The restriction on these shares will lapse
and will be distributed to you as follows: (i) 4,000 shares on the
one-year anniversary of the Employment Date, (ii) 4,000 shares on the
second anniversary of the Employment Date, (iii) 4,000 shares on the third
anniversary of the Employment Date, (iv) 4,000 on the fourth anniversary
of the Employment Date, and (v) the remaining 4,000 on the fifth
anniversary of the Employment Date; provided you continue to be employed by the
Company on such distribution dates.  The
restriction will also lapse if, prior to the third anniversary of the
Employment Date, your employment is terminated for other than Cause.  During the period of restriction, you will
receive all dividends paid with respect to these shares.


 


e.               Options.  As of the Employment Date, you will receive a
ten-year non-qualified option to purchase 30,000 shares of the Company’s common
stock at the closing price of the stock on the Employment Date.  The options will vest as follows: (i) 10,000
option shares on the Employment Date, (ii) 10,000 option shares on the
one-year anniversary of the Employment Date, and (iii) the remaining
10,000 option shares on the second anniversary of the Employment Date.  The options will also vest if, prior to the
second anniversary of the Employment Date, your employment is terminated for
other than Cause.  The option grant is
also subject to the term and conditions of the Program.


 


The restricted share grant described in Section 2(d) and the
stock option grant described in this Section 2(e) require the
approval of the Company’s Compensation Committee.  I am in the process of arranging for the
necessary approval and will advise you upon receipt.


 


f.                 Cause.  As used in this letter, the term “Cause”
means: (i) your falsification of the accounts of the Company, embezzlement
or other misappropriation of funds of the Company or other material dishonesty
with respect to the Company, (ii) your neglect or refusal to perform your
responsibilities as contemplated by this letter; provided such neglect or
refusal have continued for a period of 30 days following notice thereof, or (iii) your
gross or willful misconduct with respect to the Company.


 


3.          Employee
Benefit Plans.  You will be entitled
to participate in all employee benefit plans, from time to time in effect,
generally available for Company executives, subject to plan terms and
applicable Company policies.   Currently,
the Company offers senior executives group health and dental plans, group term
life insurance, long-term disability insurance, and a 401(k) plan.  In addition, you will be entitled to
participate in the Company’s supplemental pension plan which provides
participating executives a cash balance pension benefit.


 


4.          Change
of Control.  You will be entitled to
participate in the Company’s executive severance program providing for benefits
in the event of the “change of control” defined generally as an acquisition of
20% or more of the outstanding voting shares of the Company or change in the
majority of the Company’s Board of Directors.


 


In
the event of a termination of your employment within three years of a “change
in control”, you would be entitled to three years compensation, including
bonus, retirement benefits equal to the benefits you would have received had
you completed three additional years of employment, continuation of all life,
accident, health, savings and other fringe benefits, all in accordance with and
subject to the terms of the executive severance program.


 


4

















 


5.          Expatriate
Program.  You will continue to reside
in China and the Company will provide you and your family expatriate benefits
substantially the same as those provided by your current employer.  Following is a summary of the benefits that
you have at your current employer:


 


·                  Housing/utilities


·                  Car and Driver


·                  Tuition and fees for your two sons


·                  Two trips home annually


·                  Annual tax preparation and filing


·                  Tax equalization


·                  Emergency evacuation insurance


·                  Repatriation package


·                  Medical insurance (US and local)


·                  Mail forwarding weekly


·                  Participation in company 401K, cash balance
retirement, etc


·                  Goods and services differential


·                  Hardship allowance (10%)


·                  US home security allowance (lawn care, snow
removal, etc) ($500/mo)


·                  Local club membership


·                  Company pays all Chinese taxes


 


6.          Vacation.  You will be entitled to 4 weeks of vacation
per year.


 


	
   

  	
  Chris,
  if you have any questions, please give me a call.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Sincerely,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  David A. Roberts

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  David
  A. Roberts

  	
   

  
	
   

  	
  Chairman,
  President and Chief Executive Officer

  	
   

  



 


 


AGREED
AND ACCEPTED:


	
   

  	
   

  
	
  /s/
  D. Christian Koch

  	
   

  
	
   

  	
   

  
	
  D.
  Christian Koch

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
  1/19/08

  	
   

  
				



 


cc:           Carol P. Lowe,
Vice President and Chief Financial Officer


Steven J. Ford, Vice President, Secretary and General Counsel


 


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