Exhibit 10.2


 


CARLISLE COMPANIES INCORPORATED


 


NONQUALIFIED DEFERRED COMPENSATION PLAN


 

















 


CARLISLE COMPANIES INCORPORATED


 


NONQUALIFIED DEFERRED COMPENSATION PLAN


 


Table of Contents


 


	
   

  	
  Page No.

  
	
   

  	
   

  
	
  SECTION 1
  Purpose and Administration

  	
  1

  
	
   

  	
   

  
	
  1.1

  	
  Name of Plan

  	
  1

  
	
  1.2

  	
  Effective Date

  	
  1

  
	
  1.4

  	
  Administration

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 2
  Definitions

  	
  2

  
	
   

  	
   

  
	
  2.1

  	
  Affiliate

  	
  2

  
	
  2.2

  	
  Associate

  	
  2

  
	
  2.3

  	
  Beneficial Owner

  	
  2

  
	
  2.4

  	
  Bonus

  	
  2

  
	
  2.5

  	
  Change in Control

  	
  3

  
	
  2.6

  	
  Change in Control Acceleration Event

  	
  3

  
	
  2.7

  	
  Code

  	
  3

  
	
  2.8

  	
  Company

  	
  3

  
	
  2.9

  	
  Company Stock

  	
  3

  
	
  2.10

  	
  Compensation

  	
  3

  
	
  2.11

  	
  Deferral Election

  	
  3

  
	
  2.12

  	
  Deferred Compensation Account

  	
  3

  
	
  2.13

  	
  Disabled

  	
  3

  
	
  2.14

  	
  Distribution Election

  	
  4

  
	
  2.15

  	
  Employee

  	
  4

  
	
  2.16

  	
  Employer

  	
  4

  
	
  2.17

  	
  ERISA

  	
  5

  
	
  2.18

  	
  Exchange Act

  	
  5

  
	
  2.19

  	
  Group

  	
  5

  
	
  2.20

  	
  In-Service Date

  	
  5

  
	
  2.21

  	
  Investment Options

  	
  5

  
	
  2.22

  	
  Normal Retirement Date

  	
  5

  
	
  2.23

  	
  Other Compensation

  	
  5

  
	
  2.24

  	
  Participant

  	
  5

  
	
  2.25

  	
  Participating Employer

  	
  5

  
	
  2.26

  	
  Person

  	
  5

  
	
  2.27

  	
  Plan

  	
  5

  
	
  2.28

  	
  Plan Administrator

  	
  5

  
	
  2.29

  	
  Plan Year

  	
  6

  
	
  2.30

  	
  Salary

  	
  6

  
	
  2.31

  	
  Separation from Service

  	
  6

  
	
  2.32

  	
  Subsequent Distribution Election

  	
  6

  
	
  2.33

  	
  Subsidiary

  	
  6

  
	
  2.34

  	
  Unforeseeable Emergency

  	
  6

  
	
  2.35

  	
  Valuation Date

  	
  6

  
	
   

  	
   

  	
   

  
	
  SECTION 3
  Eligibility, Participation, Deferral Elections, and Employer Contributions

  	
  7

  



 

















 


	
  3.1

  	
  Eligibility and Participation

  	
  7

  
	
  3.2

  	
  Rules for Deferral and Distribution Elections

  	
  7

  
	
  3.3

  	
  Amounts Deferred

  	
  8

  
	
  3.4

  	
  Cancellation of Deferral Elections

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 4
  Deferred Compensation Accounts

  	
  8

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Deferred Compensation Accounts

  	
  8

  
	
  4.2

  	
  Deferral Account Adjustments and Hypothetical Investment
  Options

  	
  8

  
	
  4.3

  	
  Vesting

  	
  9

  
	
  4.4

  	
  Investment Options

  	
  9

  
	
  4.5

  	
  Special Rule for Company Stock Hypothetical Investment
  Option

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 5
  Payment of Benefits

  	
  9

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Time and Form of Payment

  	
  9

  
	
  5.2

  	
  Payment Upon Disability

  	
  10

  
	
  5.3

  	
  Payment Upon Death of a Participant

  	
  10

  
	
  5.4

  	
  Payment Upon Separation from Service within Twelve Months
  of Change in Control Acceleration Event

  	
  10

  
	
  5.5

  	
  Beneficiary

  	
  10

  
	
  5.6

  	
  Optional Distribution Alternative

  	
  11

  
	
  5.7

  	
  Changes in Time or Form of Distribution

  	
  11

  
	
  5.8

  	
  Effect of Early Taxation

  	
  11

  
	
  5.9

  	
  Permitted Delays

  	
  11

  
	
  5.10

  	
  Withholding of Taxes

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECTION 6
  Miscellaneous

  	
  12

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Rights Unsecured

  	
  12

  
	
  6.2

  	
  No Enlargement of Rights

  	
  12

  
	
  6.3

  	
  Interests Not Transferable

  	
  12

  
	
  6.4

  	
  Domestic Relations Orders

  	
  12

  
	
  6.5

  	
  Forfeitures and Unclaimed Amounts

  	
  13

  
	
  6.6

  	
  Controlling Law

  	
  13

  
	
  6.7

  	
  Words and Headings

  	
  13

  
	
  6.8

  	
  Action by the Employers

  	
  13

  
	
  6.9

  	
  No Fiduciary Relationship

  	
  13

  
	
  6.10

  	
  Claims Procedures

  	
  14

  
	
  6.11

  	
  Disability Claims

  	
  15

  
	
  6.12

  	
  Notice

  	
  15

  
	
  6.13

  	
  No Guarantee of Benefits

  	
  16

  
	
  6.14

  	
  Incapacity of Recipient

  	
  16

  
	
  6.15

  	
  Corporate Successors

  	
  16

  
	
  6.16

  	
  Severability

  	
  16

  
	
  6.17

  	
  Indemnification

  	
  16

  
	
   

  	
   

  	
   

  
	
  SECTION 7
  Employer Participation

  	
  16

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Adoption of Plan

  	
  16

  
	
  7.2

  	
  Withdrawal from the Plan by Employer

  	
  16

  
	
   

  	
   

  	
   

  
	
  SECTION 8
  Amendment and Termination

  	
  16

  



 

















 


	
  8.1

  	
  Amendment or Termination 

  	
  16

  
	
  8.2

  	
  Effect of Amendment or
  Termination

  	
  16

  



 

















 


SECTION 1

Purpose and Administration


 


1.1                               Name of Plan. Carlisle
Companies Incorporated, located at 13925 Ballantyne Corporate Place, Suite 400,
Charlotte, NC  28277 and with employer
tax identification number 31-1168055, hereby adopts the Carlisle Companies
Incorporated Deferred Compensation Plan (the “Plan”), as set forth herein
including the variable provisions selected and agreed to by the Company.


 


1.2          Effective Date. The effective
date of this Plan is February 2, 2010.


 


1.3                               Purpose.  The Company has established the Plan
primarily for the purpose of providing deferred compensation to a select group
of management or highly compensated employees of the Employers.  The Plan is intended:


 


(1)           to comply with Code section 409A and
official guidance issued thereunder, and


 


(2)           to be “a plan which is unfunded and
is maintained by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees”
within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA.


 


Notwithstanding any other provision of this Plan, this Plan shall be
interpreted, operated and administered in a manner consistent with these
intentions.


 


The Company intends that the Plan (and each trust under the Plan as
described in Section 6.1) shall be treated as unfunded for tax purposes
and for purposes of Title I of ERISA. 
The Plan is not intended to qualify under Code section 401(a).  The Company’s obligations hereunder, if any,
to a Participant (or to a Participant’s beneficiary) shall be unsecured and
shall be a mere promise by the Company to make payments hereunder in the
future.  A Participant (or the Participant’s
beneficiary) shall be treated as a general unsecured creditor of the Company.


 


1.4                               Administration.


 


(a)                                  General.  The Plan shall be administered by the Plan
Administrator.


 


The Plan Administrator shall have the powers, rights and duties set
forth in the Plan and shall have the power, in the Plan Administrator’s sole
and absolute discretion, to determine all questions arising under the Plan,
including the determination of the rights of all persons with respect to the
Plan and to interpret the provisions of the Plan and remedy any ambiguities,
inconsistencies, or omissions.  Any
decisions of the Plan Administrator shall be final and binding on all persons
with respect to the Plan and the benefits provided under the Plan.  The Plan Administrator may delegate the Plan
Administrator’s authority under the Plan to one or more officers or directors
of the Company; provided, however, that (a) such delegation must be in
writing, and (b) the officers or directors of the Company to whom the Plan
Administrator is delegating authority must accept such delegation in writing.


 


If a Participant is serving as the Plan Administrator (either
individually or as a member of a committee), the Participant may not decide or
determine any matter or question concerning such Participant’s benefits under
the Plan that the Participant would not have the right to decide or determine
if the Participant were not serving as the Plan Administrator.


 


1

















 


(b)                                 Upon Change in
Control.  Notwithstanding anything in
the Plan to the contrary, upon and after a Change in Control, the Plan
Administrator shall be (i) an independent third party selected by Wachovia
Bank, N.A., as trustee, which may be Wachovia Bank, N.A., and approved by the
individual who, immediately prior to such event, was the Company’s Chief
Executive Officer or, if not so identified, the Company’s highest ranking
officer (the “Ex-CEO”), or (ii) prior to the selection of an independent
third party following a Change in Control, the Plan Administrator, as
constituted prior to a Change in Control, shall continue to act as the Plan
Administrator of the Plan until the date on which the independent third party
is selected by Wachovia Bank, N.A., as trustee and approved by the Ex-CEO.  The Plan Administrator shall have the powers,
rights and duties set forth in Section 1.4(a); provided however, upon and
after the occurrence of a Change in Control, the Plan Administrator shall have
no power to direct the investment of, or select any investment manager or
custodial firm for, Company assets set aside in a grantor trust for purposes of
satisfying the obligations of the Company under the Plan.  Upon and after the occurrence of a Change in
Control, the Company must: (a) pay all reasonable administrative expenses
and fees of the Plan Administrator; (b) indemnify the Plan Administrator
against any costs, expenses and liabilities including, without limitation,
attorney’s fees and expenses arising in connection with the performance of the
Plan Administrator hereunder, except with respect to matters resulting from the
gross negligence or willful misconduct of the Plan Administrator or its
employees or agents; and (c) supply full and timely information to the
Plan Administrator on all matters relating to the Plan, the trust, the
Participants and their beneficiaries, the account balances of the Participant’s,
the date and circumstances of the Separation from Service or death of any
Participant, and such other pertinent information as the Plan Administrator may
reasonably require.  Upon and after a
Change in Control, the Plan Administrator may be terminated (and a replacement
appointed) by Wachovia Bank, N.A., as trustee only with the approval of the
Ex-CEO.  Upon and after a Change in
Control, the Plan Administrator may not be terminated by the Company.


 


SECTION 2

Definitions


 


For
purposes of the Plan, the following words and phrases shall have the meanings
set forth below, unless their context clearly requires a different meaning:


 


2.1                               Affiliate.  “Affiliate” has the meaning given such term
under Rule 12b-2 of the General Rules and Regulations under the
Exchange Act.


 


2.2                               Associate.  “Associate” has the meaning given such term
under Rule 12b-2 of the General Rules and Regulations under the
Exchange Act.


 


2.3                               Beneficial Owner.  “Beneficial Owner” has the meaning given such
term under Rule 13d-3 of the General Rules and Regulations under the
Exchange Act.


 


2.4                               Bonus.  “Bonus” means an amount payable to an
eligible Employee under an annual bonus or incentive compensation plan of the
Company or a Subsidiary.


 


2

















 


2.5                               Change in Control.  “Change in Control” shall occur in the
event:  (i) any Person shall become
directly or indirectly the Beneficial Owner of securities of the Company
representing fifty percent (50%) or more of the combined voting power of the
Company’s then outstanding securities for the election of directors or fifty
percent (50%) or more of the Company’s then outstanding Common Shares, or (ii) any
Person completes a tender offer pursuant to Regulation 14D promulgated by
the Securities and Exchange Commission under the Exchange Act, or any successor
provision thereto, which results in such Person becoming the Beneficial Owner
of fifty percent (50%) or more of the combined voting power of the Company’s
then outstanding securities for the election of directors or fifty percent
(50%) or more of the Company’s then outstanding Company Stock.


 


2.6                               Change in Control
Acceleration Event.  “Change in Control
Acceleration Event” means a change in the ownership or effective control of the
Company or a change in the ownership of a substantial portion of the assets of
the Company under section 409A(2)(A)(v) of the Code.


 


2.7                               Code.  “Code” means the Internal Revenue Code of 1986,
as amended from time to time.  Any
reference to a section of the Code includes any comparable section or sections
of any future legislation that amends, supplements or supersedes that section.


 


2.8          Company.  “Company” means Carlisle Companies Incorporated,
a Delaware corporation.


 


2.9                               Company Stock.  “Company Stock” means the common stock, $1.00
par value per share, of the Company.


 


2.10        Compensation.  “Compensation” means (select all
options that apply):


 


x           Salary


 


x           Bonus


 


o            Excess Contributions


 


x                                  Other
Compensation:  Restricted and performance
shares awarded or earned under the Carlisle Companies Incorporated Executive
Incentive Program or its successor.


 


2.11                        Deferral Election.  “Deferral Election” means a written
irrevocable election filed by the Participant with the Employer specifying the
amount of Compensation to be deferred by the Participant for a Plan Year.


 


2.12                        Deferred Compensation
Account.  “Deferred
Compensation Account” means the bookkeeping account maintained under the Plan
in the Participant’s name to reflect amounts deferred under the Plan pursuant
to Section 3 (as adjusted under Section 4) and any Employer
Contributions made on behalf of the Participant pursuant to Section 3 (as
adjusted under Section 4).  The
Deferred Compensation Account shall be hypothetical in nature and shall be
maintained for bookkeeping purposes only. 
Neither the Plan nor the Deferred Compensation Account shall hold any
actual funds or assets.  The Deferred
Compensation Account shall consist of a Participant’s entire account balance.


 


2.13        Disabled.  A Participant shall be considered “Disabled”
if (select all options that apply):


 


o                                    The Participant
is unable to engage in any substantially gainful activity by reason of any
medically determined physical or mental impairment that can be expected to
result in death


 


3

















 


or that has lasted or can be expected to last for a continuous period
of not less than twelve months.


 


x                                  The Participant
is, by reason of any medically determinable physical or mental impairment which
can be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, receiving income replacement benefits for a
period of not less than three months under an accident and health plan covering
employees of the Participant’s employer.


 


2.14                        Distribution Election.  “Distribution Election” means a written irrevocable
election filed by the Participant with the Employer specifying the time and
form of payment for each type of Compensation deferred by the Participant
pursuant to a Deferral Election with respect to such deferred Compensation.  At the time a Participant completes his
Deferral Election, he may designate the time and form of payment of such
deferred Compensation (and earnings thereon) as follows.


 


(a)                                  Time.  A Participant may elect to have his Deferred
Compensation Account paid within 90 days following the earlier of:  (1) an In-Service Date designated by the
Participant, or (2) the date of the Participant’s Separation from Service;
provided, however, that payment upon a Participant’s Separation from Service
shall be distributed within 90 days following the first business day of the
seventh month following the Participant’s Separation from Service; and


 


(b)                                 Form.  For payments commencing as a result of a
Participant’s Separation from Service on or after the Participant’s Normal
Retirement Date, or an In-Service Date designated by the Participant, a
Participant may elect to have the portion of his Deferred Compensation Account
paid to the Participant in a lump sum payment or in annual installments (select all options that apply):


 


o            Over a period of three (3) years;


 


o            Over a period of five (5) years;


 


o            Over a period of ten (10) years;
or


 


x           Over a period of up to ten (10) years,


 


on
or commencing within 90 days following the In-Service Date (if applicable) or
the first business day of the seventh month following the Participant’s
Separation from Service.  The Deferred
Compensation Account of a Participant who has a Separation from Service prior
to the Participant’s Normal Retirement Date shall be paid to the Participant in
a lump sum payment within 90 days following the first business day of the
seventh month following the Participant’s Separation from Service.


 


2.15                        Employee.  “Employee” means an employee of an Employer
who meets the eligibility criteria set forth in Section 3.1 of the Plan
and who is a member of a select group of management or highly compensated
employees as defined under ERISA or the regulations thereunder.


 


2.16                        Employer.  “Employer” means, individually, the Company
and each Participating Employer.  The
Company and the Participating Employers are sometimes collectively referred to
herein as the “Employers.”


 


4

















 


2.17                        ERISA.  “ERISA” means the Employee Retirement Income
Security Act of 1974, as amended from time to time.  Any reference to a section of ERISA includes
any comparable section or sections of any future legislation that amends,
supplements or supersedes that section.


 


2.18                        Exchange Act.  “Exchange Act” means the Securities Exchange
Act of 1934 and the rules and regulations thereunder, as such law, rules and
regulations may be amended from time to time.


 


2.19                        Group.  “Group” means persons and entities that act
in concert as described in section 14(d)(2) of the Exchange Act
(other than the Company or any Subsidiary thereof and other than any
profit-sharing, employee stock ownership or any other employee benefit plan of
the Company or such Subsidiary, or any trustee of or fiduciary with respect to
any such plan when acting in such capacity and other than any executive officer
of the Company).


 


2.20                        In-Service Date.  “In-Service Date” means the first business
day of any month at least twelve (12) months after the end of the period in
which the deferred amount is earned.


 


2.21                        Investment Options.  The Plan Administrator will designate the hypothetical
“Investment Options” available for Participant selection from time to
time.  The Investment Options are
described in Appendix A.


 


2.22        Normal Retirement Date.  “Normal Retirement Date” means (select only one option):


 


x           The date the Participant attains 60
years of age.


 


o            The date the Participant attains
           years of age and
has completed at least          Years
of Service.


 


2.23                        Other Compensation.  “Other Compensation” means any type of compensation
(other than Salary and Bonus) which the Company in its sole discretion permits
to be deferred in the Plan.


 


2.24                        Participant.  “Participant” means an Employee who meets the
eligibility criteria set forth in Section 3.1 and who has made a Deferral
Election in accordance with the terms of the Plan or otherwise had amounts
credited to his Deferred Compensation Account.


 


2.25                        Participating Employer.  “Participating Employer” means any Subsidiary
of the Company that adopts the Plan in accordance with Section 7.1 (select one option):


 


x                                 Which includes
the Employers set forth on Appendix B.


 


o            None.


 


2.26                        Person.  “Person” means and includes any individual,
corporation, partnership or other person or entity and any Group and all
Affiliates and Associates of any such individual, corporation, partnership, or
other person or entity or Group.


 


2.27                        Plan.  “Plan” means the nonqualified deferred
compensation plan set forth herein and as amended from time to time.


 


2.28                        Plan Administrator.  The “Plan Administrator” means the Pension
and Insurance Committee of Carlisle Corporation.


 


5

















 


2.29        Plan Year.  “Plan Year” means (select one
option):


 


x                                 the calendar year.  However, if the effective date of the Plan is
other than January 1 of a year, the initial Plan Year shall be a short
Plan Year, beginning on the effective date and ending on the following December 31.


 


o                                   the fiscal year
ending
                              .  However, if the effective date of the Plan is
other than the first day of the fiscal year, the initial Plan Year shall be a
short Plan Year, beginning on the effective date and ending on the following
fiscal year end.


 


2.30                        Salary.  “Salary” means the regular base salary paid
to an eligible Employee by the Company or a Subsidiary.


 


2.31                        Separation from Service.  “Separation from Service” or “Separates from
Service” means a “separation from service” within the meaning of Code section
409A.


 


2.32                        Subsequent Distribution
Election.  “Subsequent
Distribution Election” means an election to change the time or form of payment of
a Participant’s Deferred Compensation Account balance pursuant to Section 5.7.


 


2.33                        Subsidiary.  “Subsidiary” means any corporation,
partnership, joint venture, association or similar organization or entity (select one option):


 


x                                  In which the
Company owns, directly or indirectly, a majority of equity interests.


 


o                                    Which includes
the Participating Employers.


 


o            None.


 


2.34                        Unforeseeable Emergency.  “Unforeseeable Emergency” means a severe
financial hardship of the Participant resulting from:


 


(a)                                  A sudden and
unexpected illness or accident of the Participant, the Participant’s
beneficiary, the Participant’s spouse, or the Participant’s dependent (as
defined in Code section 152(a));


 


(b)                                 Loss of
Participant’s property due to casualty; or


 


(c)                                  Such other
similar extraordinary and unforeseeable circumstances resulting from events
beyond the control of the Participant.


 


Whether
a Participant has an Unforeseeable Emergency shall be determined in the sole
discretion of the Plan Administrator.


 


2.35                        Valuation Date.  “Valuation Date” means each business day the
financial markets and Wachovia Bank are open, unless the underlying investment
requires a less frequent valuation.


 


6
















 


SECTION 3

Eligibility, Participation, Deferral Elections,
and Employer Contributions


 


3.1                               Eligibility and Participation. 
Subject to the conditions and limitations of the Plan, the following
persons are eligible to participate in the Plan (select and
complete options(s) after consultation with legal counsel):


 


o                                   All Employees with a rank of
                                      
(insert title) or above and with total
earnings of at least $135,000 for the 12 month period ending on the September 30th immediately prior to each Plan
Year.


 


o            The
following Employees of the Employers:


 


(Attach an addendum if necessary)


 


x                                 Such Employees as the Plan Administrator may
select from time to time, in its sole discretion.


 


Any
individuals specified above by an Employer may be changed by action of the
Employer for the following Plan Year.  An
Employee eligible to participate in the Plan shall become a Participant upon
the execution and filing with the Plan Administrator of a written election to
defer a portion of the Employee’s Compensation, in a form acceptable to the
Plan Administrator.  A Participant shall
remain a Participant until the entire balance of the Participant’s Deferred
Compensation Account has been distributed.


 


3.2                               Rules for Deferral and Distribution
Elections.  Any Employee identified in Section 3.1
may make a separate Deferral Election to defer receipt of each type of
Compensation selected in Section 2.10 in accordance with the rules set
forth below:


 


(a)                                  All Deferral Elections must be made in
writing on the form prescribed by the Plan Administrator and shall be
accompanied by a Distribution Election with respect to such Compensation (and
earnings thereon).  Each Deferral
Election will be effective only when filed with the Plan Administrator no later
than the date specified by the Plan Administrator.  Subject to the immediately succeeding
paragraph, in no event may a Deferral Election be made later than the last day
of the Plan Year preceding the Plan Year in which the Compensation being
deferred is earned.


 


Notwithstanding
the foregoing, (1) if the Plan Administrator determines that any
Compensation qualifies as “performance-based compensation” under Code section
409A, an eligible Employee may elect to defer a portion of such Compensation by
filing a Deferral Election at a later time up until the date six months before
the end of the performance period as permitted by the Plan Administrator, (2) in
the first year in which an Employee becomes eligible to participate in the
Plan, a Deferral Election may be made with respect to services to be performed
subsequent to the election within 30 days after the date the Employee becomes
eligible to participate in the Plan to the extent permitted under Code section
409A and (3) an election to defer Compensation attributable to restricted
shares awarded under the Carlisle Companies Incorporated Executive Incentive
Program (or its successor) may be made on of before the 30th date after such shares are
awarded and such deferral election shall be given effect only if the shares
become vested after the first anniversary of the date such shares are awarded.


 


7

















 


Select one option (b) below:


 


(b)                                 x           With
respect to Plan Years following the Participant’s initial Plan Year of
participation in the Plan, failure to complete another Deferral Election for a
Plan Year shall constitute a waiver of the Participant’s right to participate
in the Plan for such Plan Year.


 


(b)                                 o            With
respect to Plan Years following the Participant’s initial Plan Year of participation
in the Plan, failure to complete another Deferral Election shall constitute a
waiver of the Participant’s right to elect a different amount of Compensation
to be deferred for each such Plan Year and shall be considered an affirmation
and ratification to continue the Participant’s existing Deferral Election and
corresponding Distribution Election. 
However, a Participant may, prior to the beginning of any Plan Year,
elect to increase or decrease the amount of Compensation to be deferred for the
next following Plan Year by filing another Deferral Election with the Plan
Administrator in accordance with paragraph (a) above.  The Participant may also file another
Distribution Election with the Plan Administrator with respect to such deferred
Compensation.


 


3.3                               Amounts Deferred. Commencing on the effective date, a
Participant may elect to:  (complete for each item of Compensation selected in Section 2.10):


 


x           Defer
up to 50% of Salary.


 


x           Defer
up to 90% of Bonus.


 


x                                                                                 Defer up to 100% of restricted and
performance shares from the Carlisle Companies Incorporated Executive Incentive
Program.


 


The amount of Compensation deferred by a Participant shall be credited
to the Participant’s Deferred Compensation Account as soon as administratively
practicable after the date the Compensation would be paid to the Participant
absent deferral.


 


3.4                               Cancellation of Deferral Elections.  If a Participant becomes Disabled
or obtains a distribution under 5.6 on account of an Unforeseeable Emergency
during a Plan Year, his Deferral Election for such Plan Year shall be
cancelled.


 


SECTION 4

Deferred Compensation Accounts


 


4.1                               Deferred Compensation Accounts.  All
amounts deferred pursuant to one or more Deferral Elections under the Plan
shall be credited to a Participant’s Deferred Compensation Account and shall be
adjusted under Section 4.2.


 


4.2                               Deferral Account Adjustments and Hypothetical
Investment Options.  As of each Valuation Date, the Plan
Administrator shall adjust amounts in a Participant’s Deferred Compensation
Account to reflect earnings (or losses) in the Investment Options attributable
to the Participant’s Deferred Compensation Account.  Earnings (or losses) on amounts in a
Participant’s Deferred Compensation Account shall accrue commencing on the date
the Deferred Compensation Account first has a positive balance and shall
continue to accrue until the entire balance in the Participant’s Deferred
Compensation Account has been distributed. 
Earnings (or losses) shall be credited to a Participant’s Deferred
Compensation Account based on the results that would have been achieved 


 


8

















 


had amounts credited to the Deferred Compensation Account been invested
as soon as practicable after crediting into the Investment Options selected by
the Participant.  Nothing in this
Subsection 4.2 or otherwise in the Plan, however, will require the Company to
actually invest any amounts in such Investment Options or otherwise.


 


4.3                               Vesting.  A
Participant shall be fully vested in the amounts credited to the Participant’s
Deferred Compensation Account attributable to the Participant’s Deferral
Elections.


 


4.4                               Investment Options.  The
Plan Administrator shall specify procedures to allow Participants to make
elections as to the deemed investment of amounts newly credited to their
Deferred Compensation Accounts, as well as the deemed investment of amounts
previously credited to their Deferred Compensation Accounts.  Participant fund selections must be made to
the Plan Administrator or designated agent. 
Fund selections will be effective within a reasonable period of time as
determined by the means used to communicate such selections and generally
accepted business practices.


 


The Plan Administrator or its designated agent may take investment
instructions from a Participant as of any business day regarding Investment
Options.  Investment elections and/or
transfer instructions may be accepted in a manner determined by the Plan
Administrator.


 


The Plan Administrator shall designate the Investment Options available
for selection under this Section 4.4. 
Investment Options are selected solely for purposes of determining
hypothetical gains and/or losses to a Participant’s bookkeeping account.  Neither the Plan nor any of the Deferred
Compensation Accounts shall hold any actual funds or assets.  The Plan Administrator may change Investment
Options at its discretion.


 


4.5                               Special Rule for Company Stock
Hypothetical Investment Option.  Notwithstanding any provision
of this Plan that may be construed to the contrary, (a) shares of Company
Stock deferred under the Plan shall remain allocated to the Company Stock
Investment Option, (b) the portion of any Participant’s Deferred
Compensation Account that is allocated to the Company Stock Investment Option
shall at all times prior to distribution be allocated to the Company Stock
Investment Option, and (c) the full balance of the Participant’s Deferred
Compensation Account that is allocated to the Company Stock Investment Option
shall be distributed in the form of Company Stock.


 


SECTION 5

Payment of Benefits


 


5.1                               Time and Form of Payment.


 


(a)                                  Deferred Compensation Account. 
Payment of a Participant’s Deferred Compensation Account shall be made
in accordance with the Participant’s Distribution Election(s).  If no Distribution
Election was made, then payment of such Deferred Compensation Account shall be
distributed in a lump sum within 90 days following the first business day of
the seventh month following the Participant’s Separation from Service.


 


(b)                                 Small Benefit Cashout. 
Notwithstanding any Distribution Elections made by a Participant, if the
Participant’s Deferred Compensation Account balance is less than $25,000 at the
time any installment payment is to be made to the Participant, the entire
remaining Deferred Compensation Account balance shall be distributed to the
Participant in a lump sum.


 


9

















 


5.2                               Payment Upon Disability. 
Notwithstanding anything in the Plan or any Distribution Election to the
contrary, in the event a Participant becomes Disabled while the Participant is
employed by or associated with an Employer, payment of the Participant’s
Deferred Compensation Account shall be made in a lump sum payment within 90
days following the date on which the Participant becomes Disabled.  Whether a Participant is Disabled for
purposes of the Plan shall be determined by the Plan Administrator, and in
making such determination, the Plan Administrator may rely on the opinion of a
physician(s) selected by the Plan Administrator for such purpose.


 


5.3                               Payment Upon Death of a Participant. 
Notwithstanding anything in the Plan or any Distribution Election to the
contrary, a Participant’s Deferred Compensation Account shall be paid to the
Participant’s beneficiary (designated in accordance with Section 5.5) in a
lump sum payment within 90 days following the date of the Participant’s death.


 


5.4                               Payment Upon Separation from Service within
Twelve Months of Change in Control Acceleration Event. 
Notwithstanding anything in the Plan or any Distribution Election to the
contrary, a Participant’s Deferred Compensation Account shall be paid to the
Participant in a lump sum payment following the first business day of the
seventh month following the Participant’s Separation from Service, if such
Separation from Service occurs within 12 months after a Change in Control
Acceleration Event.


 


5.5                               Beneficiary.  The
Participant may name a beneficiary or beneficiaries to receive the balance of
the Participant’s vested Deferred Compensation Account in the event of the
Participant’s death prior to the payment of the Participant’s vested Deferred
Compensation Account.  To be effective,
any beneficiary designation must be filed in writing with the Plan
Administrator in accordance with rules and procedures adopted by the Plan
Administrator for that purpose.  A
Participant may revoke an existing beneficiary designation by filing another
written beneficiary designation with the Plan Administrator.  The latest beneficiary designation received
by the Plan Administrator shall be controlling. 
If no beneficiary is named by a Participant, or if the Participant
survives all of the Participant’s named beneficiaries and does not designate
another beneficiary, the Participant’s Deferred Compensation Account shall be
paid in the following order of precedence:


 


(a)           The Participant’s spouse;


 


(b)           The Participant’s estate.


 


If (i) a Participant who is married designates the Participant’s
spouse as the Participant’s beneficiary or (ii) a Participant who is
registered as a domestic partner or has obtained a civil union license with
another individual (in either event, such individual is hereafter referred to
as the Participant’s “Domestic Partner”) designates the Participant’s Domestic
Partner as the Participant’s beneficiary, and subsequent to such designation
the Participant and the Participant’s spouse are divorced or the relationship between
the Participant and the Participant’s Domestic Partner is legally dissolved,
the designation of the Participant’s spouse or Domestic Partner as the
Participant’s beneficiary (as the case may be) shall become void and shall have
no further legal force or effect from and after such divorce or
dissolution.  Should the Participant wish
to designate a former spouse or Domestic Partner as his beneficiary, he must
affirmatively do so by completing a new beneficiary designation form, after the
date of his divorce or dissolution, naming his former spouse or Domestic
Partner as his beneficiary.


 


10

















 


5.6          Optional
Distribution Alternative.  (select if
applicable)


 


x           Unforeseeable Emergency. 
Notwithstanding anything in the Plan or any Distribution Election to the
contrary, if the Plan Administrator determines that a Participant has incurred
an Unforeseeable Emergency, the Participant shall receive in a lump sum payment
all or any portion of the Participant’s Deferred Compensation Account needed to
satisfy the Unforeseeable Emergency plus amounts necessary to pay taxes
reasonably anticipated as a result of the distribution, but only if the
Unforeseeable Emergency may not be relieved (a) through reimbursement or
compensation by insurance or otherwise; (b) by liquidation of the
Participant’s assets to the extent the liquidation of such assets would not
itself cause severe financial hardship; or (c) by cessation of deferrals
under the Plan.  A payment on account of
an Unforeseeable Emergency shall not be in excess of the amount needed to
relieve such Unforeseeable Emergency and shall be made within 90 days  following the date of such Unforeseeable Emergency.


 


5.7                               Changes in Time or Form of Distribution.  (select one option)


 


o                                    The Plan does not permit Subsequent
Distribution Elections.


 


x                                  The Plan permits Subsequent Distribution
Elections solely with respect to distributions under Section 5.1(a).


 


If applicable, the Plan Administrator may establish procedures for
making a Subsequent Distribution Election in accordance with the requirements
of Code section 409A.  In addition to the
requirements the Plan Administrator may establish, a Participant may make a
Subsequent Distribution Election by filing an irrevocable written form with the
Plan Administrator, but only if the following conditions are satisfied:


 


(a)                                  The Subsequent Distribution Election may not
take effect until at least twelve (12) months after the date on which the
election is made;


 


(b)                                 A distribution may not be made earlier than
at least five (5) years from the date the distribution would have
otherwise been made; and


 


(c)                                  In the case of an election to change the time
or form of a distribution related to a payment at a specified time, the
Subsequent Distribution Election must be made at least twelve (12) months
before the date of the first scheduled distribution.


 


5.8                               Effect of Early Taxation. 
Notwithstanding anything in the Plan or any Distribution Election to the
contrary, if a Participant’s benefits under the Plan are includible in income
pursuant to Code section 409A, such benefits shall be distributed immediately
to the Participant.


 


5.9                               Permitted Delays. 
Notwithstanding anything in the Plan to the contrary, any payment to a
Participant under the Plan shall be delayed upon the Plan Administrator’s
reasonable anticipation of one or more of the following events:


 


(a)                                  The Company’s deduction with respect to such
payment would be eliminated by application of Code section 162(m); or


 


(b)                                 The making of the payment would violate
Federal securities laws or other applicable law;


 


provided, that any payment delayed pursuant to this Section 5.9
shall be paid in accordance with Code section 409A.


 


11

















 


5.10                        Withholding of Taxes.  In
connection with the Plan, the Employers, or a properly designated agent, may
withhold any applicable Federal, state or local income tax and employment
taxes, including Social Security taxes, at such time and in such amounts from a
benefit payment under the Plan or a Participant’s wages or reduce a Participant’s
Deferred Compensation Account as is necessary to comply with applicable laws
and regulations.  The Employers, or a
properly designated agent, shall report Plan payments and other Plan-related information
to the appropriate governmental agencies as required under applicable laws.


 


SECTION 6

Miscellaneous


 


6.1                               Rights Unsecured.  Any
payments by a trust of benefits provided to a Participant under the Plan shall
be considered payment by the Company and shall discharge the Company from any
further liability under the Plan for such payments.  Any funds set aside by the Company for the
purpose of meeting its obligations under the Plan, including any amounts held
by Wachovia Bank, N.A. (or any successor), as trustee, shall continue for all
purposes to be part of the general assets of the Company and shall be available
to its general creditors in the event of the Company’s bankruptcy or
insolvency.  The Company’s obligation
under this Plan shall be that of an unfunded and unsecured promise to pay money
in the future.


 


The
Company shall establish and maintain one or more grantor trust(s) to hold
assets to be used for payment of benefits under the Plan.


 


6.2                               No Enlargement of Rights. 
Establishment of the Plan shall not be construed to give any Employee
the right to be retained by the Employers or to any benefits not specifically
provided by the Plan.  Any liability of
the Company to any Participant, former Participant, or Participant’s
beneficiary with respect to a right to payment under the Plan shall be based
solely upon contractual obligations created by the Plan.


 


6.3                               Interests Not Transferable. 
Except as to withholding of any tax under the laws of the United States
or any state or locality and the provisions of Section 5.10, no benefit
payable at any time under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, or any other
encumbrance of any kind or to any attachment, garnishment, or other legal
process of any kind.  Any attempt by a
person (including a Participant or a Participant’s beneficiary) to anticipate,
alienate, sell, transfer, assign, pledge, or otherwise encumber any benefits
under the Plan, whether currently or thereafter payable, shall be void.  If any person shall attempt to, or shall
alienate, sell, transfer, assign, pledge or otherwise encumber such person’s
benefits under the Plan, or if by any reasons of such person’s bankruptcy or
other event happening at any time, such benefits would devolve upon any other
person or would not be enjoyed by the person entitled thereto under the Plan,
then the Plan Administrator, in the Plan Administrator’s sole discretion, may
terminate the interest in any such benefits of the person otherwise entitled thereto
under the Plan and may hold or apply such benefits in such manner as the Plan
Administrator may deem proper.


 


6.4          Domestic
Relations Orders.


 


If applicable and
notwithstanding Section 6.3, all or a portion of a Participant’s Deferred
Compensation Account balance may be paid to another person as specified in a
domestic relations order that the Company determines is qualified (a “Qualified
Domestic Relations Order”).  For this 


 


12

















 


purpose, a Qualified Domestic
Relations Order means a judgment, decree, or order (including the approval of a
settlement agreement) which:


 


(a)                                  is issued pursuant to a State’s domestic
relations law;


 


(b)                                 relates to the provision of child support,
alimony payments or marital property rights to a spouse, former spouse, child
or other dependent of the Participant;


 


(c)                                  creates or recognizes the right of a spouse,
former spouse, child or other dependent of the Participant to receive all or a
portion of the Participant’s benefits under the Plan;


 


(d)                                 provides for an immediate lump sum payment as
soon as administratively possible after the Company determines that a Qualified
Domestic Relations Order exists; and


 


(e)                                  meets such other requirements established by
the Company.


 


The
Plan Administrator shall determine whether any document received by it is a
Qualified Domestic Relations Order.  In
making this determination, the Company may consider the rules applicable
to “domestic relations orders” under Code section 414(p) and ERISA section
206(d), and such other rules and procedures as it deems relevant.  If an order is determined to be a Qualified
Domestic Relations Order, the amount to which the other person is entitled
under such order shall be paid in a lump sum payment as soon as administratively
possible after such determination, but in no event later than 90 days following
such date.


 


6.5                               Forfeitures and Unclaimed Amounts. 
Unclaimed amounts shall consist of the amounts in the Deferred
Compensation Account of a Participant that cannot be distributed because of the
Plan Administrator’s inability, after a reasonable search, to locate a
Participant or the Participant’s beneficiary, as applicable, within a period of
two years after the distribution date upon which the payment of benefits became
due.  Unclaimed amounts shall be
forfeited at the end of such two-year period. 
If a valid claim is subsequently made for the forfeited amount, such
amount shall be restored (less any income tax withholdings and without
adjustment for interim earnings or losses) as if there had been no forfeiture.


 


6.6                               Controlling Law.  The
law of the state of North Carolina shall be controlling in all matters relating
to the Plan to the extent not preempted by Federal Law.


 


6.7                               Words and Headings. 
Words in the masculine gender shall include the feminine and the
singular shall include the plural, and vice versa, unless qualified by the
context.  Any headings used herein are
included for ease of reference only, and are not to be construed so as to alter
the terms hereof.


 


6.8                               Action by the Employers. 
Except as otherwise specifically provided herein, any action required of
or permitted to be taken by an Employer under the Plan shall be by resolution
of its Board of Directors or by resolution of a duly authorized committee of
its Board of Directors or by action of a person or persons authorized by
resolution of such Board of Directors or such committee.


 


6.9                               No Fiduciary Relationship. 
Nothing contained in this Plan, and no action taken pursuant to its
provisions by either the Employers or the Participants shall create, or be
construed to create a fiduciary relationship between the Employer and the
Participant, a designated beneficiary, other beneficiaries of the Participant,
or any other person.


 


13

















 


6.10        Claims
Procedures.


 


(a)                                  Initial Review.  Any
person (hereinafter referred to as a “Claimant”) who believes that he or she is
being denied a benefit to which he or she may be entitled under the Plan may
file a written request for such benefit with the Plan Administrator.  Such written request must set forth the
Claimant’s claim and must be addressed to the Plan Administrator, at the
Company’s principal place of business. 
Upon receipt of a claim, the Plan Administrator shall advise the
Claimant that a reply will be forthcoming within ninety days and shall deliver
a reply within ninety days.  If special
circumstances (such as for a hearing) require a longer period, the Plan
Administrator may extend the reply period for an additional ninety days so long
as the Plan Administrator notifies the Claimant in writing, prior to the
expiration of the ninety day period, of the reasons for an extension of
time.  If the claim is denied in whole or
in part, the Plan Administrator shall issue a written determination, using
language calculated to be understood by the Claimant, setting forth:


 


(1)                                  The specific reason or reasons for such
denial;


 


(2)                                  The specific reference to pertinent
provisions of the Plan upon which such denial is based;


 


(3)                                  A description of any additional material or
information necessary for the Claimant to perfect the Claimant’s claim and an
explanation why such material or such information is necessary; and


 


(4)                                  Appropriate information as to the steps to be
taken if the Claimant wishes to submit the claim for review, including the time
limits for requesting such a review and the Claimant’s right to bring a civil
action under ERISA section 502(a) following an adverse benefit
determination on review.


 


(b)                                 Review of Denial.  Within
sixty days after the receipt by the Claimant of the written determination
described above, the Claimant may request in writing, that the Plan
Administrator review the initial claim determination.  The request must be addressed to the Plan
Administrator, at the Company’s principal place of business.  The Claimant or the Claimant’s duly
authorized representative will have, upon request and free of charge,
reasonable access to, and copies of, all documents, records, and other
information relevant to the Claimant’s claims for benefits and may submit
issues and comments in writing for consideration by the Plan
Administrator.  The review will take into
account all comments, documents, records, and other information submitted by
the claimant relating to the claim, without regard to whether such information
was submitted or considered in the initial benefit determination.


 


If
the claimant does not request a review of the Plan Administrator’s
determination within such sixty day period, the Claimant shall be barred and
estopped from challenging the Plan Administrator’s determination.  If the Claimant does file a request for
review, his request must include a description of the issues and evidence he
deems relevant.  Failure to raise issues
or present evidence on review will preclude those issues or evidence from being
presented in any subsequent proceeding or judicial review of the claim.


 


Within
sixty days after the Plan Administrator’s receipt of a request for review, the
Plan Administrator will render a decision. 
After considering all materials presented by the 


 


14

















 


Claimant,
the Plan Administrator will render a written determination, written in a manner
calculated to be understood by the Claimant setting forth:


 


(1)                                  The specific reasons for the adverse
determination;


 


(2)                                  The specific references to the pertinent
provisions of the Plan on which the decision is based;


 


(3)                                  A statement that the claimant is entitled to
receive, upon request and free of charge, reasonable access to, and copies of,
all documents, records, and other information relevant to the Claimant’s claim
for benefits; and


 


(4)                                  A statement describing any voluntary appeal
procedures offered by the Plan and the Claimant’s right to obtain the information
about such procedures, as well as a statement of the Claimant’s right to bring
an action under ERISA section 502(a).


 


If
special circumstances require that the sixty day time period be extended, the
Plan Administrator will so notify the Claimant in writing before the end of the
sixty day period and will render the decision as soon as practicable, but no
later than one hundred twenty days after receipt of the request for review.


 


(c)                                  Finality of Determinations; Exhaustion of
Remedies. To the extent
permitted by law, decisions reached under the claims procedures set forth in
this Section 6.10 shall be final and binding on all parties. No legal
action for benefits under the Plan shall be brought unless and until the
Claimant has exhausted his remedies under this Section 6.10.  In any such legal action, the Claimant may
only present evidence and theories which the Claimant presented during the
claims procedure. Any claims which the Claimant does not in good faith pursue
through the review stage of the procedure shall be treated as having been
irrevocably waived.  Judicial review of a
Claimant’s denied claim shall be limited to a determination of whether the
denial was an abuse of discretion based on the evidence and theories the
Claimant presented during the claims procedure.


 


(d)                                 Limitations Period.  Any
suit or legal action initiated by a Claimant under the Plan must be brought by
the Claimant no later than one year following a final decision on the claim for
benefits by the Plan Administrator.  The
one-year limitation on suits for benefits will apply in any forum where a
Claimant initiates such suit or legal action.


 


6.11                        Disability Claims. 
Claims for disability benefits shall be determined under DOL Regulation
section 2560.503-1 which is hereby incorporated by reference.


 


6.12                        Notice.  Any
notice required or permitted to be given under the provisions of the Plan shall
be in writing, and shall be signed by the party giving or making the same.  If such notice, consent or demand is mailed
to a party hereto, it shall be sent by United States certified mail, postage
prepaid, addressed to such party’s last known address as shown on the records
of the Employers.  Notices to the Plan
Administrator should be sent in care of the Company at the Company’s principal
place of business.  The date of such
mailing shall be deemed the date of notice. 
Either party may change the address to which notice is to be sent by
giving notice of the change of address in the manner set forth above.


 


15

















 


6.13                        No Guarantee of Benefits. 
Nothing contained in the Plan shall constitute a guarantee by the
Company or any other person or entity that the assets of the Company will be
sufficient to pay any benefits hereunder.


 


6.14                        Incapacity of Recipient.  If
any person entitled to a distribution under the Plan is deemed by the Plan
Administrator to be incapable of personally receiving and giving a valid
receipt for such payment, then, unless and until a claim for such payment shall
have been made by a duly appointed guardian or other legal representative of
such person, the Plan Administrator may provide for such payment or any part
thereof to be made to any other person or institution then contributing toward
or providing for the care and maintenance of such person.  Any such payment shall be a payment for the
account of such person and a complete discharge of any liability of the Company
and the Plan with respect to the payment.


 


6.15                        Corporate Successors.  The
Plan and the obligations of the Company under the Plan shall become the
responsibility of any successor to the Company by reason of a transfer or sale
of substantially all of the assets of the Company or by the merger or
consolidation of the Company into or with any other corporation or other entity.


 


6.16                        Severability.  In
the event any provision of the Plan shall be held invalid or illegal for any
reason, any illegality or invalidity shall not affect the remaining parts of
the Plan, but the Plan shall be construed and enforced as if the illegal or
invalid provision had never been inserted.


 


6.17                        Indemnification.  To
the extent not covered by insurance, the Company shall indemnify the Plan
Administrator, each employee, officer, director, and agent of the Company, and
all persons formerly serving in such capacities, against any and all
liabilities or expenses, including all legal fees relating thereto, arising in
connection with the exercise of their duties and responsibilities with respect
to the Plan, provided however that the Company shall not indemnify any person
for liabilities or expenses due to that person’s own gross negligence or
willful misconduct.


 


SECTION 7

Employer Participation


 


7.1                               Adoption of Plan.  Any
Subsidiary of the Company may, with the approval of the Company, adopt the Plan
by filing with the Company a resolution of its board of directors to that
effect.


 


7.2                               Withdrawal from the Plan by Employer.  Any
Participating Employer shall have the right, at any time, upon the approval of,
and under such conditions as may be provided by the Plan Administrator, to
withdraw from the Plan in accordance with the requirements under Code section
409A by delivering to the Plan Administrator written notice of its election so
to withdraw.


 


SECTION 8

Amendment and Termination


 


8.1                               Amendment or Termination.  The
Company intends the Plan to be permanent, but reserves the right to modify,
amend or terminate the Plan when, in the sole discretion of the Company, such
amendment or termination is advisable.


 


8.2                               Effect of Amendment or Termination.  No
amendment or termination of the Plan shall reduce or eliminate any vested
balance in a Participant’s Deferred Compensation Account accrued through the
date of such amendment or termination. 
However, an amendment may freeze or limit future 


 


16

















 


deferrals
or credits of benefits under the Plan on and after the date of such
amendment.  Upon termination of the Plan,
distribution of Plan benefits shall be made to Participants and beneficiaries
in the manner and at the time described in Section 5, unless the Company
determines in its sole discretion that all such amounts shall be distributed
upon termination in accordance with the requirements under Code section
409A.  Upon termination of the Plan, no
further deferrals of Compensation shall be permitted; provided, however,
earnings, gains and losses shall continue to be credited to each Participant’s
Deferred Compensation Account balance in accordance with Section 4 until
the vested Deferred Compensation Account balances are fully distributed.


 


IN WITNESS WHEREOF, the Company has caused this Plan to be executed by
its duly authorized officers on this 2nd day of February, 2010.


 


	
   

  	
  CARLISLE COMPANIES INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/
  Steven J. Ford

  
	
   

  	
   

  
	
   

  	
  Name:

  	
     Steven
  J. Ford

  
	
   

  	
   

  
	
   

  	
  Title:

  	
     Vice
  President and Chief Financial Officer

  
					



 


17

















 


Appendix B


 


Investment Options


 


	
  1.

  	
   

  	
  Company Stock—a fund
  invested solely in shares of Company Stock.

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Fixed
  Income—a fund that credits interest for a Plan Year equal to the yield on
  ten-year U.S. Treasury notes for the month of November immediately
  preceding the beginning of the Plan Year plus 200 bps.

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  [Add
  others: mutual fund selections from 401(k) Plan investment options.]

  



 

















 


Appendix B


 


Participating Employers


 


Carlisle
Management Company


Carlisle
Construction Materials Incorporated


Carlisle
Engineered Transportation Solutions, Inc.


Carlisle
Industrial Brake & Friction, Inc.


Carlyle, Inc.
d/b/a Carlisle Interconnect Technologies


Tensolite,
LLC d/b/a Carlisle Interconnect Technologies


Carlisle
Interconnect Technologies


Carlisle
FoodService Products, Incorporated


Trail
King Industries, Inc.