Exhibit 10.21


 


	
  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 24,
2008


 


Mr. Fred
A. Sutter


 


Dear
Fred:


 


I
am pleased to offer you employment as a Group President 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 on February    ,
2008 (the “Employment Date”).  You will
be employed on a full-time basis as Group President reporting to me.  You will be responsible for the operations
and financial performance of our tire and wheel and trailer operations.  As discussed, we expect to combine these
operations into a single reporting segment.


 


2.             Compensation and Benefits.


 


a.               Base Salary.  Your starting annual base
salary will be $450,000, 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.


 


For
2008, we will guarantee a minimum bonus payment of 33% of your 2008  salary, which is equal to $150,000, 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 stock options, restricted shares and/or other
performance awards representing a target value of 150% 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.


 


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5.     Relocation Package.  We expect you to relocate to the Charlotte
area within 18 months of your Employment Date. 
In connection with your relocation, Carlisle will reimburse you for the
closing costs attributable to the sale of your current home, including
customary brokerage costs, as well as the closing costs attributable to the
purchase of a home in the Charlotte area. 
In addition, if you are unable to sell your home, Carlisle will offer to
purchase your home in accordance with Carlisle’s relocation program.


 


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


 


Fred,
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/
  Fred A. Sutter

  	
   

  
	
  Fred
  A. Sutter

  	
   

  
	
   

  	
   

  
	
  Date:

  	
      January 25,
  2008

  	
   

  
			



 


 


	
  cc:

  	
   

  	
  Carol
  P. Lowe, Vice President and Chief Financial Officer

  
	
   

  	
   

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