Exhibit
10.1


 


STOCK OPTION AGREEMENT


 


This Stock Option Agreement, dated as of                         (the
“Agreement”), is by and between Carlisle Companies Incorporated, a Delaware
corporation (the “Carlisle”) and                              (the
“Director”).


 


R E C I T A L S :


 


A.                                   At its                            meeting,
the Board of Directors of Carlisle (the “Board”) determined that [describe performance criterion], thereby
achieving the performance criterion established at the Board’s                            
meeting as a condition to the granting of options to the non-employee
directors.  As a result, the Board
approved the grant to the Director of the Option (defined below) in accordance
with the terms of the Non-Employee Directors Stock Option Plan, as amended and
restated as of February 6, 2002 (the “Plan”).


 


B.                                     The Director
desires to receive the Option and agrees to be bound by the terms and
conditions set forth in this Agreement.


 


NOW, THEREFORE, the parties agree as follows:


 


1.                                       Grant of Option.  Effective                                 ,
Carlisle grants the Director an option (the “Option”) to purchase           Carlisle
Shares at $       per share the (“Option
Price”), the closing price on the New York Stock Exchange of the Carlisle Shares
on                            .  The Option shall constitute a “non-qualified
stock option” for tax purposes and is granted subject to the conditions,
limitations, adjustments, covenants and other provisions set forth in this
Agreement and the Plan.  Any term
capitalized but not defined in this Agreement shall have the meaning ascribed
to that term in the Plan.


 


2.                                       Vesting; Term
of Option.


 


(a) The Option shall vest and become
exercisable in installments as set forth in Table I below, subject to the Director
remaining a director of Carlisle on such dates:


 


TABLE I


 


	
  Option

  	
   

  	
  Number of Shares

  	
   

  	
  Number of Shares

  	
   

  
	
  Vesting Dates

  	
   

  	
  Vested – Installment

  	
   

  	
  Vested – Total

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


In addition, each Option shall vest and become exercisable immediately
upon the expiration of the Director’s term as a consequence of (i) the Director’s
death, (ii) the Director’s Retirement, (iii) the Permanent or Total Disability
of the Director, or (iv) a Change in Control of the
Company, as such terms are defined and more fully described in the Plan.


 


(b)                                 Any Option that
remains unexercised on                            shall
expire and be forfeited at that time.


 


4.                                       Option
Exercise.  The Director may exercise
a vested Option pursuant to the Company’s cashless exercise program currently
administered by Wachovia Bank.


 


5.                                       Miscellaneous.


 


(a)                                  Nothing in this
Agreement or the Plan shall be construed as giving any Director any right of
continued service on the Board.


 


(b)                                 The Option granted to
the Director under this Agreement may not be transferred or assigned by the
Director other than by Will or by the laws of descent and distribution or as
may be otherwise approved by the Board in its sole discretion.


 


(c)                                  The Director agrees
and acknowledges that the Board shall have complete authority to interpret the
terms and conditions of this Agreement and the Plan and to resolve any and all
disputes hereunder and thereunder.


 


(d)                                 Any notice or other
communication required or permitted to be given under this Agreement shall be
duly given if in writing and delivered (i) personally, (ii) sent by certified
or registered mail, postage prepaid, (iii) overnight courier or (iv) by
telephone facsimile, as follows:


 


	
  If to Carlisle:

  	
   

  	
  Carlisle Companies Incorporated

  
	
   

  	
   

  	
  250 South Clinton Street, Suite 201

  
	
   

  	
   

  	
  Syracuse, New York 13202

  
	
   

  	
   

  	
  Attn: Vice President, Secretary and General
  Counsel

  
	
   

  	
   

  	
  Fax: 315-474-2008

  
	
   

  	
   

  	
   

  
	
  If to the Director:

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


or to such other
address as may be given in writing as provided in this Agreement.


 


(d)                                 This Agreement shall
be governed by the laws of the State of New York.


 


(e)                                  This Agreement and
the Plan contain the entire agreement between the parties with respect to the
subject matter hereof.


 





















 


(f)                                    This Agreement may
not be amended or modified except by a writing signed by the parties.


 


(g)                                 This Agreement shall
be binding upon and shall inure to the benefit of the parties hereto and their
respective permitted successors and assigns, and any corporate successors by
merger, consolidation, acquisition or other corporate reorganization.


 


The parties have executed this Agreement as
of the date first above written.


 


	
   

  	
  CARLISLE COMPANIES INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 


I accept the Option to purchase Carlisle
Shares granted in accordance with and subject to the terms and conditions of
this Agreement and the Plan, and I agree to be bound by those terms and
conditions.