Exhibit
10.2


 


CARLISLE COMPANIES INCORPORATED

NONQUALIFIED STOCK OPTION AGREEMENT


[NONEMPLOYEE DIRECTORS]


This
Agreement (the “Agreement”) is made as of                              
(the “Date of Grant”) by and between Carlisle Companies Incorporated, a Delaware
corporation (the “Company”) and                               
(the “Optionee”).


1.             Grant
of Option Right. Subject to and upon the terms, conditions and
restrictions set forth in this Agreement and in the Company’s Nonemployee
Director Equity Plan (the “Plan”), the Company hereby grants to the Optionee as
of the Date of Grant an option (the “Option Right”) to purchase
        Common Shares, at the price of $             per share (the “Option Price”).  This Option Right is intended to be a
nonqualified stock option and shall not be treated as an “incentive stock
option” within the meaning of that term under Section 422 of the Code.


2.             Exercise of Option Right.


                                (a)           Unless and until terminated as
hereinafter provided, the Option Right will become exercisable as set forth in
Table I below, as long as the Optionee continues to serve on the Board until
the applicable vesting date:


 


TABLE I


 




	
  Option

  	
   

  	
  Number of Shares

  	
   

  	
  Number of Shares

  	
   

  
	
  Vesting Dates

  	
   

  	
  Vested - Installments

  	
   

  	
  Vested - Total

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


                                (b)           Notwithstanding the provisions of
Section 2(a), the Option Right will become immediately exercisable in full if,
prior to the date the Option Right becomes fully exercisable pursuant to
Section 2(a), (i) the Optionee ceases serving on the Board as a result of his
death, disability (as defined by the Board) or retirement at age 72, or (ii) a
Change in Control occurs while the Optionee is serving on the Board.


 


3.             Forfeiture
of Option Right.  The Option Right shall
be forfeited (to the extent it has not become exercisable pursuant to Section
2) if the Optionee ceases to be a member of the Board.


 


4.             Payment of Option Price.  The Option Price is payable (a) in
cash or by certified or cashier’s check or other cash equivalent acceptable to
the Company payable to the order of the Company, or (b) any other method
approved by the Company.


 


5.             Term of Option Right.  The Option Right will terminate on the
earliest of the following dates:


 


(a)            One
year after the Optionee ceases to be a member of the Board as a result of his
death, disability (as defined by the Board) or retirement at age 72;


 


 


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(b)           Ninety
days after the Optionee ceases to be a member of the Board for any reason other
than as described in Section 5(a); or


 


(c)           Ten
years from the Date of Grant (i.e.,                     ).


 


6.             Transferability.  Except with the consent of the Board, the
Option Right may not be sold, exchanged, assigned, transferred, pledged,
encumbered or otherwise disposed of by the Optionee; provided, however,
that the Optionee’s rights with respect to such Option Right may be transferred
by will or pursuant to the laws of descent and distribution.


 


7.             No Service Contract. 
Nothing contained in this Agreement shall confer upon the Optionee any
right with respect to continuance of service with the Company, nor limit or
affect in any manner the right of the Company or stockholders to terminate the
service or adjust the compensation of the Optionee.


8.             Taxes and Withholding.  To the extent that the Company shall be
required to withhold any federal, state, local or other taxes in connection
with Common Shares obtained upon the exercise of the Option Right, and the
amounts available to the Company for such withholding are insufficient, it
shall be a condition to the delivery of such Common Shares that the Optionee
shall pay such taxes or make provisions that are satisfactory to the Company
for the payment thereof.  The Optionee
may elect to satisfy all or any part of any such withholding obligation by
surrendering to the Company a portion of the Common Shares that are delivered
to the Optionee upon the exercise of the Option Right, and the Common Shares so
surrendered by the Optionee shall be credited against any such withholding
obligation at the Market Value per Share of such shares on the date of such
surrender.


 


9.             Adjustments.  The Board may make or provide for such
adjustments in the Option Price and in the number and kind of shares of stock
covered by this Agreement, as the Board, in its sole discretion, exercised in
good faith, may determine is equitably required to prevent dilution or
enlargement of the Optionee’s rights that otherwise would result from (a) any
stock dividend, stock split, combination of shares, recapitalization, or other
change in the capital structure of the Company, (b) any merger, consolidation,
spin-off, split-off, spin-out, split-up, reorganization, partial or complete
liquidation, or other distribution of assets (including, without limitation, a special or large
non-recurring dividend) or issuance of rights or warrants to purchase
securities, or (c) any other corporate transaction or event having an effect
similar to any of the foregoing.  In the
event of any such transaction or event, the Board, in its discretion, may
provide in substitution for the Option Right such alternative consideration as
it may determine to be equitable in the circumstances and may require in
connection therewith the surrender of the Option Right.


 


                10.           Amendments.  Subject to the terms of the Plan, the Board
may modify this Agreement upon written notice to the Optionee.  Any amendment to the Plan shall be deemed to
be an amendment to this Agreement to the extent that the amendment is applicable
hereto.


 


11.           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.


 


12.           Relation to Plan.  The Option Right granted under this Agreement
and all the terms and conditions hereof are subject to the terms and conditions
of the Plan.  This Agreement and the Plan
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


 


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the
event of any inconsistency between the provisions of this Agreement and the
Plan, the Plan shall govern.  Capitalized
terms used herein without definition shall have the meanings assigned to them
in the Plan.  The Committee acting pursuant
to the Plan, 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 or exercise of the Option Right.


 


13.           Successors and Assigns.  Without limiting Section 6 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 Optionee, and
the successors and assigns of the Company.


 


                14.           Notices.  Any notice to the Company provided for herein
shall be in writing to the Company and any notice to the Optionee shall be
addressed to the Optionee at his or her address on file with the Company.  Except as otherwise provided herein, any
written notice shall be deemed to be duly given if and when delivered
personally or deposited in the United States mail, first class certified or
registered mail, postage and fees prepaid, return receipt requested, and
addressed as aforesaid.  Any party may
change the address to which notices are to be given hereunder by written notice
to the other party as herein specified (provided that for this purpose any
mailed notice shall be deemed given on the third business day following deposit
of the same in the United States mail).


 


IN WITNESS
WHEREOF, the Company has caused this Agreement to be executed on its behalf by
its duly authorized officer and the Optionee 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 the Option Right granted thereunder on the
terms and conditions set forth herein and in the Plan.


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  [Name
  of Director]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Date:

  	
   

  



 


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