Exhibit 10.3


 


CARLISLE COMPANIES INCORPORATED

RESTRICTED SHARE AGREEMENT


[NONEMPLOYEE DIRECTORS]


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


1.             Grant of
Restricted Shares.  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 Grantee as of the Date of Grant        
Common Shares as Restricted Shares (the “Restricted Shares”).  The Restricted Shares shall be fully paid and
nonassessable and shall be represented by a certificate or certificates
registered in the Grantee’s name, endorsed with an appropriate legend referring
to the restrictions hereinafter set forth.


2.             Restrictions
on Transfer of Restricted Shares. 
The Restricted Shares may not be sold, exchanged, assigned, transferred,
pledged, encumbered or otherwise disposed of by the Grantee, except to the
Company, until the Restricted Shares have become nonforfeitable as provided in
Section 3 hereof; provided, however, that the Grantee’s rights
with respect to such Common 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 2 shall be void, and the other party to any such purported
transaction shall not obtain any rights to or interest in such Common Shares.


3.             Vesting of
Restricted Shares.  The
Restricted Shares shall become nonforfeitable on                          
if the Grantee shall have continued to serve on the Board until such date.  Subject to the terms of the Plan and
notwithstanding the preceding sentence, all of the Restricted Shares shall
immediately become nonforfeitable if, prior to the date the Restricted Shares
become fully nonforfeitable pursuant to the preceding sentence, and while the
Grantee is serving on the Board, (a) the Grantee dies, (b) the Grantee’s
disability occurs (as defined by the Board), (c) the Grantee retires at age 72
or (d) a Change in Control occurs.


4.             Forfeiture
of Shares.  The Restricted
Shares shall be forfeited if the Grantee ceases to serve on the Board prior to
the date the Restricted Shares become fully nonforfeitable pursuant to Section
3.  In the event of a forfeiture, the
certificate(s) representing the Restricted Shares covered by this Agreement
shall be canceled.


5.             Dividend, Voting and Other Rights.  Except as otherwise provided herein, from and
after the Date of Grant, the Grantee shall have all of the rights of a
stockholder with respect to the Restricted Shares, including the right to vote
the Restricted Shares and receive any dividends that may be paid thereon; provided,
however, that any additional Common Shares or other securities that the
Grantee may become entitled to receive pursuant to a stock dividend, stock
split, combination of shares, recapitalization, merger, consolidation, separation
or reorganization or any other change in the capital structure of the Company
shall be subject to the same restrictions as the Restricted Shares covered by
this Agreement.  The Grantee acknowledges
that the Restricted Shares are being acquired for investment and that the
Grantee has no current intention to transfer, sell or otherwise dispose of such
shares, except as permitted by the Plan and in compliance with Applicable Laws.


 


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6.             Retention of
Stock Certificate(s) by the Company. 
The certificate(s) representing the Restricted Shares shall be held in
custody by the Company, together with a stock power endorsed in blank by the
Grantee with respect thereto, until those shares have become nonforfeitable in
accordance with Section 3 of this Agreement. 
The Grantee hereby irrevocably appoints any officer of the Company as
his or her attorney-in-fact to transfer the Restricted Shares to the Company in
the event of the forfeiture of such shares.


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


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 the issuance or vesting of the Restricted
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.


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


10.           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.


11.           Relation to Plan.  This Agreement is 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 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 Board 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 of Restricted Shares.


12.           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:

  



 


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The undersigned hereby acknowledges receipt of an executed
original of this Agreement and accepts the award of Restricted Shares granted
thereunder on the terms and conditions set forth herein and in the Plan.


 


	
   

  	
   

  
	
   

  	
  [Name
  of Director]

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 


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