Exhibit 10.1


CARLISLE COMPANIES INCORPORATED

NONQUALIFIED STOCK OPTION AGREEMENT


 


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 Executive Incentive Program
(the “Program”), 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:


 


TABLE I


 


	
  Option

  Vesting Dates

  	
   

  	
  Number of Shares

  Vested - Installments

  	
   

  	
  Number of Shares

  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 to be an employee
of the Company or any Subsidiary as a result of his death, Disability or
Retirement, or (ii) a Change in Control occurs while the Optionee is in the
employ of the Company and its Subsidiaries, subject to Section 15(n) of the
Program.


 


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 continuously employed by
the Company and its Subsidiaries.


 


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 an employee of the Company or any Subsidiary as
a result of his death, Disability or Retirement;


 


(b) Ninety
days after the Optionee ceases to be an employee of the Company or any
Subsidiary for any reason other than as described in Section 5(a), subject to
Section 15(m) of the Program; or


 


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


 


6.                                       Transferability.  Except with the
consent of the Compensation Committee (the “Committee”), the Option Right may
not be sold, exchanged, assigned, transferred, pledged, encumbered or otherwise
disposed of by the Optionee;


 


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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 Employment Contract.  Nothing
contained in this Agreement shall confer upon the Optionee 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 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 Committee 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 Committee, 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 Committee, in its discretion, may provide in substitution for the
Common Shares such alternative consideration as it may determine to be
equitable in the circumstances and may require in connection therewith the
surrender of the Common Shares.


 


10.                                 Amendments.  Subject to the terms of the Program, the
Committee may modify this Agreement upon written notice to the Optionee.  Any amendment to the Program 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 Program.  The Option Right
granted under this Agreement and all the terms and conditions hereof are
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 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).


 


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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 Program.


 


	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
				



 


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