Exhibit 10.2


 


CARLISLE COMPANIES INCORPORATED

RESTRICTED SHARE AGREEMENT


 


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 Executive Incentive Program (the “Program”),
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 remained in the continuous employ of the Company and
its Subsidiaries until such date. 
Subject to the terms of the Program 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 in the employ of
the Company and its Subsidiaries, (a) the Grantee dies, (b) the Grantee’s
Disability occurs, (c) the Grantee’s Retirement occurs or (d) a Change in
Control occurs.


 


4.             Forfeiture of Shares. 
The Restricted Shares shall be forfeited if the Grantee ceases to be
continuously employed by the Company and its Subsidiaries 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 Program and in compliance
with Applicable Laws.


 


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 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.


 


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.


 


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9.             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.


 


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 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 Compensation 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 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:

  



 


 


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 Program.


 


	
   

  	
   

  	
   

  
	
   

  	
  Grantee

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
				



 


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