Exhibit 10.2

 

PRIVATE & CONFIDENTIAL

 

	
TO:
    	
 
    	
Fred   A. Sutter
    
	
 
    	
 
    	
 
    
	
FROM:
    	
 
    	
David   A. Roberts
    
	
 
    	
 
    	
 
    
	
DATE:
    	
 
    	
August   4, 2011
    


 

This letter agreement (the “Agreement”) outlines the terms and conditions of your separation from Carlisle Companies Incorporated and, to the extent applicable, its affiliates (collectively, the “Company”).

 

1.             Your employment with the Company will cease on August 4, 2011 (the “Separation Date”).  You agree to be cooperative during a reasonable transition period.

 

2.             In consideration of the Covenants and the release described below, the Company agrees to pay you (i) $477,400.00 representing 100% of your current salary, such amount to be paid in equal installments over the twelve (12) month period beginning on the Separation Date as part of the Company’s payroll, and (ii) a prorated portion of any bonus approved by the Compensation Committee based on the 2011 performance goals established for the Transportation Products segment (with any adjustment determined by the Compensation Committee in accordance with its discretion), such amount to be paid in a lump sum following the Compensation Committee’s approval in February 2012.  All payments will be subject to withholding taxes.

 

3.             The Company will request its health care provider to extend medical coverage to you (at your monthly premium rate then in effect) through the earlier of (i) July 31, 2012, or (ii) your re-employment with an employer providing medical coverage.  Thereafter, you will be eligible for COBRA.  In the event the Company’s health care provider declines to provide coverage, the Company will reimburse you for your COBRA premium payments through the earlier of the periods described in the first sentence of this paragraph.

 

4.             (a)  Under Carlisle’s Executive Incentive Program (the “Program”), you have been granted restricted shares of Carlisle common stock as follows:

 

	
Grant Date
    	
 
    	
Restricted Shares
    	
 
    	
Release Date
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
02/05/08
    	
 
    	
8,000
    	
 
    	
4,000   in each of February 2012 and February 2013
    	
 
    
	
02/04/09
    	
 
    	
16,875
    	
 
    	
February   2012
    	
 
    
	
02/02/10
    	
 
    	
6,775
    	
 
    	
February   2013
    	
 
    
	
02/03/11
    	
 
    	
6,230
    	
 
    	
February   2014
    	
 
    
	
 
    	
 
    	
37,880
    	
 
    	
 
    	
 
    


 











 

In consideration of the Covenants and the release described below, the Company agrees to release to you, subject to withholding taxes, the 37,880 shares granted to you, such release to occur on the release dates described above provided that you are not competing with the businesses currently conducted by the Transportation Products segment (collectively, the “Covered Business”) in any of the capacities described in Section 7 of this Agreement at the time of release.

 

(b)   Under the Program, you have been granted performance shares of Carlisle common stock as follows:

 

	
Grant Date
    	
 
    	
Performance Shares
    	
 
    	
Release Date
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
02/02/10
    	
 
    	
6,775
    	
 
    	
February   2013
    	
 
    
	
02/03/11
    	
 
    	
6,230
    	
 
    	
February   2014
    	
 
    
	
 
    	
 
    	
13,005
    	
 
    	
 
    	
 
    


 

 In consideration of the Covenants and the release described below, the Company agrees to release to you, subject to withholding taxes, the 13,005 performance shares granted to you, such release to occur on the release dates described above provided the performance objective set forth in the applicable Performance Share Agreement is satisfied and provided further that you are not competing with the Covered Business in any of the capacities described in Section 7 of this Agreement.

 

(c)  Under the Program, you have also been granted options to purchase Carlisle common stock follows:

 

	
Grant Date
    	
 
    	
Exercise Price
    	
 
    	
Options Outstanding
    	
 
    	
Vested Portion
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
02/05/08
    	
 
    	
$
    	
33.25
    	
 
    	
30,000
    	
 
    	
30,000
    	
 
    
	
02/05/08
    	
 
    	
$
    	
33.25
    	
 
    	
10,000
    	
 
    	
10,000
    	
 
    
	
02/04/09
    	
 
    	
$
    	
18.57
    	
 
    	
48,215
    	
 
    	
32,144
    	
 
    
	
02/02/10
    	
 
    	
$
    	
34.21
    	
 
    	
23,175
    	
 
    	
7,725
    	
 
    
	
02/03/11
    	
 
    	
$
    	
38.31
    	
 
    	
22,495
    	
 
    	
-0-
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
133,885
    	
 
    	
79,869
    	
 
    


 

In consideration of the Covenants and the release described below, the Company agrees that the options will continue to vest in accordance with the vesting schedule included in the applicable Stock Option Agreement and the expiration dates will remain as set forth in the applicable Stock Option Agreement provided you refrain from competing with the Covered Business in any of the capacities described in Section 7 of this Agreement it being agreed and understood that all unexercised options shall expire at the time such competition commences.  Except as described in the previous sentence, the options will continue to be governed by the Program and the provisions of the applicable Stock Option Agreement.  You may continue to participate in Carlisle’s “cashless exercise program.”

 

5.             Any amounts payable to you pursuant to the Company’s 401(k) shall be distributable to you in accordance with the terms of such plans.

 

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6.             The above amounts represent all the amounts payable to you in connection with your separation.

 

7.             In consideration of the benefits described in this Agreement, you agree (i) for the period commencing on the date hereof and ending on July 31, 2012, you will not, as proprietor, partner, shareholder, director, officer, employee, investor or in any other capacity own, engage in, conduct, manage, operate, control, or participate in, be employed by, render services to or otherwise be associated with any business (irrespective of the form in which such business is conducted) which is competitive with the Covered Business, provided, however, the foregoing shall not prevent you from owning not more than two percent (2%) of the issued and outstanding shares of a class of securities the securities of which are traded on a national security exchange r in the over-the-counter market, (ii) not to solicit or employ any personnel employed by the Covered Business, the Company or their subsidiaries to become employed or otherwise affiliated with any entity of which you are employed or otherwise affiliated and (iii) not to divulge to anyone any confidential or non-public information (financial and otherwise) relating to the Covered Business, the Company or any of their subsidiaries unless required by law and you further agree that on or before August 31, 2011 you will return to the Company all reports, files, memoranda, records and software, credit cards, identification badges and garage passes, door and file keys, computer access codes or discs and instructional manuals, and any other  physical property that you received and/or prepared or helped prepare in connection with your employment with the Company and you will not retain any copies, duplicates, reproductions or excerpts thereof; however, notwithstanding the foregoing, you will be permitted to retain electronic files specifically pertaining to the performance of the business during your employment for the sole purpose of developing a resume and seeking employment until September 2011.  (The restrictions contained in subclauses (i) — (iii) are sometimes referred to herein as the “Covenants.”)  Notwithstanding the foregoing, you may retain and divulge information relating to your employment agreement, your restricted share and stock option grants, bonuses, and benefits, as well as annual accomplishment summaries.  Furthermore, you may retain and divulge information, relating to your employment, for the sole purpose of seeking re-employment, provided that the prospective employers with whom you share such information do not compete with the Covered Business.

 

You further agree that any violation of the provisions contained in the preceding paragraph will cause serious and irreparable damage to the Covered Business, the Company and/or their subsidiaries and you agree that in the event of a violation of such provisions, the Covered Business, the Company or their subsidiaries may seek, in addition to any other rights or remedies, an injunction or restraining order.  The provisions contained in the preceding paragraph are intended to limit disclosure and competition to the maximum extent permitted by law.  If it is finally determined that the scope or duration of any limitation is too excessive to be legally enforceable, then you agree that the scope or duration of the limitation shall be the maximum scope or duration which is legally enforceable.

 

In further consideration of the benefits described in this Agreement, you hereby release and discharge the Covered Business, the Company, Carlisle and their subsidiary corporations, affiliates, successors and assigns and their present and former officers, directors, representatives,

 

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agents and employees in their individual and representative capacities (collectively, the “Carlisle Companies”) to the fullest extent permitted by law, from all actions, causes of action, suits, charges, claims and complaints that you have or may have against the Carlisle Companies, relating to acts, occurrences, or events arising on or before the date of this release including all claims involving the continuing effects of  such acts, occurrences, or events whether  known or unknown, asserted or unasserted.  You acknowledge that this release includes, to the fullest extent permitted by law, all rights and claims relating to your employment and scheduled separation from employment with the Carlisle Companies, whether before courts, administrative agencies, or other forums wherever situated; including, but not limited to, all common law claims and all claims under applicable Federal, state and local statutes, including, but not limited to, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, and the Americans With Disabilities Act.  Notwithstanding the above, this release does not release the Carlisle Companies from any rights to indemnification that you may have had while employed by the Company.

 

You and the Company agree that, except as may be required by law, court order, administrative regulation, or subpoena, or to enforce this Agreement, neither shall make, or cause to be made, any statement, observation or opinion, or communicate any information (whether oral or written) that (i) accuses or implies that you and/or any of the Carlisle Companies engaged in any wrongful, unlawful or improper conduct, whether relating to your employment with the Company (or the termination thereof), the business or operations of any Carlisle Company, or otherwise, or (ii) disparages, impugns or in any way reflects adversely upon the business or reputation of you and/or any of the Carlisle Companies or their customers, vendors, products or services.  If the Company or any of its employees, officers, or directors, disparages, impugns, or in any way reflects adversely upon you, then you may properly respond without being in breach of this non-disparagement provision. Nothing in this paragraph is intended to limit your right to give truthful testimony in a court of competent jurisdiction or to a governmental agency, when required to do so by subpoena, court order, law or administrative regulation.

 

You acknowledge and agree that:

 

(a)                                  You have read, understand and have knowingly and voluntarily entered this Agreement without fraud, duress or any undue influence;

 

(b)                                 You have been advised in writing to consult with an attorney prior to executing this Agreement;

 

(c)                                  You have had twenty-one (21) days from the date of receipt of this Agreement to consider the terms of this Agreement and you full understand all such terms;

 

(d)                                 You are receiving payment and other consideration from the Carlisle Companies that you would not otherwise be entitled to; and

 

(e)                                  You are not waiving rights or claims that may arise after the date this Agreement is executed.

 

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You have seven (7) days following the execution of this Agreement to revoke the Agree-ment, and the Agreement will not become effective or enforceable until the seven (7) day period has expired.

 

This Agreement will be governed by the laws of the State of North Carolina and any proceeding arising out of or relating to this Agreement will be in the United States District Court for the Western District of North Carolina or the Mecklenburg Superior Court, and you agree to be subject to the personal jurisdiction of these courts.

 

This Agreement sets forth the entire agreement between you and the Carlisle Companies with respect to the subject matter hereof and sets forth all amounts payable to you in connection with your separation.  This Agreement may not be modified except by a writing signed by both parties.

 

Please review and sign two copies of the Agreement as your acknowledgement and agreement to the above terms and conditions and return one to Steve Ford.  The other is for your records.

 

 

	
 
    	
/s/   David A. Roberts
    
	
 
    	
David   A. Roberts, Chairman, President and
    
	
 
    	
Chief   Executive Officer
    
	
 
    	
 
    
	
 
    	
AGREED   AND ACCEPTED:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/   Fred A. Sutter
    
	
 
    	
Fred   A. Sutter
    


 

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