Exhibit 10.1


 


CARLISLE COMPANIES INCORPORATED

PERFORMANCE SHARE AGREEMENT


 


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


 


1.             Grant of
Performance Shares.  Subject
to and upon the terms, conditions and restrictions set forth in this Agreement
and in the Company’s Executive Incentive Program (the “Program”), the Company
hereby grants to the Grantee as of the Date of Grant
            performance shares (the “Performance Shares”)
for the performance period beginning
                              
and ending                                   
(the “Performance Period”.)  The actual
number of Performance Shares earned by the Grantee for the Performance Period
shall be based on attainment of the Management Objective described in Section 2.


 


2.             Management
Objective.  The management
objective applicable to the Performance Shares is the total shareholder return
with respect to the Common Shares of the Company for the Performance Period
relative to the total shareholder return of the S&P MidCap 400 Index as
reported by Standard & Poor’s for the Performance Period (the “Management
Objective”).  The number of Performance
Shares earned for achievement of the Management Objective shall be determined
from the following table:


 


	
  Company’s
  Total Shareholder Return

  Percentile(1)

  	
   

  	
  Percentage of Performance Shares Earned

  
	
  Below 25th percentile

  	
   

  	
  0%

  
	
  25th percentile

  	
   

  	
  50%

  
	
  50th percentile

  	
   

  	
  100%

  
	
  75th percentile or above

  	
   

  	
  200%

  



 


The
percentage of Performance Shares earned for total shareholder return between
the 25th and 50th percentile or the 50th and 75th percentile will be determined by linear
interpolation.


 


For purposes of applying the
Management Objective, the total shareholder return with respect to the Common
Shares of the Company shall be determined by assuming the reinvestment of all
dividends as and when paid by the Company and using the average of the closing
market prices for a Common Share for the first ten trading days of the
Performance Period and the average of the closing market prices for a Common
Share for the last ten trading days of the Performance Period.


 






(1) 
Means the Company’s total shareholder return expressed as a percentage of the
total shareholder return of the companies comprising the S & P MidCap
400 Index for the Performance Period.


 

















 


Example.  If the Company’s total shareholder return for
the Performance Period is at the 50th percentile of the S & P MidCap 400
Index, the Grantee would earn
           Performance
Shares.


 


If the Company’s total shareholder return for the Performance
Period is at the 75% percentile of the S & P MidCap 400 Index, the
Grantee would earn           
Performance Shares.


 


3.             Distribution
of Common Shares and Contingent Dividend Payment.  As soon as
practicable after
                            
(but no later than                           ),
the Company shall distribute to the Grantee (a) one Common Share for each
whole Performance Share earned by the Grantee and (b) a cash payment equal
to the product of the aggregate cash dividends paid by the Company during the
Performance Period with respect to a Common Share and the number of whole
Performance Shares earned by the Grantee.


 


4.             Deferral of Distribution of Common Shares.  The Grantee
may elect to defer distribution of all (or any portion) of the Common Shares
described in Section 3(a).  To be
effective, the Grantee must complete and return a written deferral election
under the Carlisle Companies Incorporated Nonqualified Deferred Compensation
Plan (the “Deferral Plan”) in accordance with procedures established by the
administrator of the Deferral Plan.  The
Grantee may not elect to defer the contingent dividend payment described in Section 3(b).


 


5.             Termination
of Employment during Performance Period.  Subject to the terms of the Program, if,
prior to
                      ,
and while the Grantee is in the employ of the Company and its Subsidiaries, (a) the
Grantee dies, (b) the Grantee’s Disability occurs, or (c) the Grantee’s
Retirement occurs, 100% of the Performance Shares shall remain outstanding and
shall be earned based on attainment of the Management Objective described in Section 2.  The Performance Shares shall be forfeited if
the Grantee ceases to be continuously employed by the Company and its
Subsidiaries prior to the expiration of the Performance Period for any reason
other than the Grantee’s death, Disability or Retirement unless the
Compensation Committee in the exercise of its discretion determines otherwise.


 


6.             Change in
Control.  In the event a
Change in Control occurs before the end of the Performance Period, 200% of the
Performance Shares shall be earned and distributed to the Grantee within
fifteen (15) days after the Change in Control.


 


7.             No
Stockholder Rights.  The
Performance Shares shall not entitle the Grantee to any rights as a stockholder
of the Company.


 


8.             Award
Non-transferable.  The
Performance Shares may not be sold, exchanged, assigned, transferred, pledged,
encumbered or otherwise disposed of by the Grantee; provided, however,
that the Grantee’s rights with respect to such Performance Shares 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 Performance Shares.


 

















 


9.             No
Employment Contract.  Nothing
contained in this Agreement shall confer upon the Grantee any right with
respect to continuance of employment by the Company and its Subsidiaries, nor
limit or affect in any manner the right of the Company and its Subsidiaries to
terminate the employment or adjust the compensation of the Grantee.


 


10.           Taxes and Withholding.  To the extent that the Company shall be
required to withhold any federal, state, local or other taxes in connection
with the issuance or vesting of the Performance Shares, and the amounts
available to the Company for such withholding are insufficient, the Grantee
shall pay such taxes or make provisions that are satisfactory to the Company
for the payment thereof.


 


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


 


12.           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.


 


13.           Relation to Program.  This Agreement is subject to the terms and
conditions of the Program.  This
Agreement and the Program 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 and the Program, the
Program shall govern.  Capitalized terms
used herein without definition shall have the meanings assigned to them in the
Program.  The Committee acting pursuant
to the Program, 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 Performance Shares.


 


14.           Successors and Assigns.  Without limiting Section 2 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
Performance Shares granted thereunder on the terms and conditions set forth
herein and in the Program.


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name

  
	
   

  	
   

  
	
   

  	
  Date: