Exhibit 10.8


 


CARLISLE
COMPANIES INCORPORATED


DEFERRED
COMPENSATION PLAN


FOR
NON-EMPLOYEE DIRECTORS


 


Carlisle Companies Incorporated hereby establishes, effective as of
January 1, 2004, the Carlisle Companies Incorporated Deferred Compensation
Plan for Non-Employee Directors on the terms and conditions hereinafter set
forth.  The Plan provides each eligible
non-employee director with the opportunity to (i) defer all or a portion of his
annual retainer and meeting fees and (ii) elect to receive a one-time credit to
his Account under the Plan in lieu of benefits to which he would otherwise be
entitled under the Company’s Director Retirement Plan.


 


SECTION I


DEFINITIONS


 


For the purposes hereof, the following words and phrases shall have the
meanings set forth below, unless their context clearly requires a different
meaning:


 


1.1.  “Account” means the
bookkeeping account maintained under the Plan by the Administrator on behalf of
each Participant pursuant to Section 2.4.


 


1.2.  “Administrator” means the
administrator appointed to administer the Plan.  Unless and until otherwise specified, the Administrator under the
Plan shall be the Board.  Pursuant to
Section 3, from time to time the Administrator may delegate to the
management of the Company its responsibilities, including its recordkeeping
responsibilities, under the Plan.  Where
used herein, the “Administrator” shall be deemed to include representatives of
the Company’s management to whom administrative responsibilities, including
recordkeeping responsibilities, have been delegated.


 


1.3.  “Beneficiary” or
“Beneficiaries” means the person or persons, including one or more trusts,
designated by a Participant in accordance with the Plan to receive payment of
the remaining balance of the Participant’s Account in the event of the death of
the Participant prior to the Participant’s receipt of the entire amount
credited to his Account.


 


1.4.  “Board” means the Board of
Directors of the Company.


 


1.5.  “Company” means Carlisle
Companies Incorporated and its successors, including, without limitation, the
surviving corporation resulting from any merger or consolidation of Carlisle
Companies Incorporated with any other corporation, limited liability company,
joint venture, partnership or other entity.


 


1.6.  “Election Agreement” means
a Participant’s agreement, on a form provided by the Administrator, to defer
his Fees.


 


1.7.  “Eligible Director” means,
unless otherwise determined by the Administrator, each member of the Board who
is not an employee of the Company or any of its affiliates.  Each Eligible Director shall continue as
such until his Termination of Service Date.


 


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1.8.  “Fees” means the annual
retainer, meeting fees and other similar amounts (as determined by the
Administrator from time to time) payable by the Company to a Participant in
consideration for his service as a member of the Board.


 


1.9.  “Insolvent” means that the
Company has become subject to a pending voluntary or involuntary proceeding as
a debtor under the United States Bankruptcy Code or has become unable to pay
its debts as they mature.


 


1.10.  “Participant” means any
Eligible Director who has at any time elected to defer the receipt of Fees in
accordance with the Plan or who has received a credit pursuant to
Section 2.3(ii) and who, in conjunction with his Beneficiary, has not
received a complete distribution of the amount credited to his Account.


 


1.11.  “Pension Election
Agreement” means a Participant’s agreement, on a form provided by the Administrator,
to receive a credit to his Account under the Plan in lieu of all benefits to
which he would otherwise be entitled under the Carlisle Companies Incorporated
Director Retirement Plan.


 


1.12.  “Plan” means this
deferred compensation plan, which shall be known as the Carlisle Companies
Incorporated Deferred Compensation Plan for Non-Employee Directors.


 


1.13.  “Termination of Service
Date” means the date a Participant ceases to be a member of the Board for any
reason.


 


1.14.  “Year” means the 12-month
period ending on each December 31.


 


SECTION II


DEFERRALS, CONTRIBUTIONS AND ACCOUNTS


 


2.1.  Eligibility.  Subject to Section 2.3, an Eligible
Director may elect to defer receipt of all or a specified part of his Fees for
any Year in accordance with Section 2.2. 
An Eligible Director’s entitlement to defer shall cease with respect to
the Year following the Year in which he ceases to be an Eligible Director.


 


2.2.  Election to Defer.  An Eligible Director who desires to defer
all or part of his Fees pursuant to the Plan must complete and deliver an
Election Agreement to the Administrator before the first day of the Year for
which such Fees would otherwise be earned. 
Notwithstanding the above, in the event that an individual first becomes
an Eligible Director during the course of a Year, the individual’s Election
Agreement must be filed no later than thirty (30) days following the date he
first becomes an Eligible Director and such Election Agreement shall be
effective only with regard to Fees earned following the filing of the Election
Agreement with the Administrator.  An
Election Agreement that is timely delivered to the Administrator shall be
effective with respect to Fees earned in all Years following the Year in which
the Election Agreement is delivered to the Administrator, unless such Election
Agreement is revoked or modified (which revocation or modification shall be
effective on the first day of the Year following the Year in which such
revocation or modification is delivered to the Administrator) or until
terminated automatically upon either the termination of the Plan, the Company
becoming Insolvent or the Participant’s Termination of Service Date.


 


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2.3.  Amount Deferred.


 


(i)                                               Elective
Deferrals.  A Participant shall
designate on the Election Agreement the portion of his Fees that is to be
deferred in accordance with the following rules.  A Participant may defer up to 100% of the Fees that he would
otherwise receive during the Year for services performed as an Eligible
Director.


 


(ii)                                            Converted
Benefit.  Each Eligible Director who
earned benefits under the Carlisle Companies Incorporated Director Retirement
Plan and who elects on his Pension Election Agreement to receive an amount
under the Plan in lieu of such benefits shall have a credit made to his Account
in the amount set forth in his Pension Election Agreement.


 


2.4.  Accounts.


 


(i)                                               Crediting
of Deferrals.  Fees that a
Participant elects to defer shall be credited to his Account on the date the Fees
would otherwise have been paid to the Participant.


 


(ii)                                            Crediting
of Converted Benefit.  Any amount
credited to a Participant’s Account pursuant to Section 2.3(ii) shall be
credited as soon as practicable after the date on which the Participant elects
to receive such credit.


 


(iii)                                         Investment
Procedures.  Until fully distributed
under the Plan, amounts held in a Participant’s Account shall be credited with
gains, losses and earnings based on investment directions made by the
Participant on an Election Agreement provided by the Administrator.  The initial investment options available
under the Plan shall be (a) an investment option deemed to be invested solely
in shares of the common stock, par value of one dollar ($1.00), of the Company,
with dividends deemed to be reinvested in such shares (the “Company Stock
Fund”) and (b) a fixed rate investment option, which rate is subject to change
from time to time and is compounded annually (the “Fixed Rate Fund”).  Each Participant may change his investment
elections one time per Year, which change will be effective on the first day of
such Year, by submitting an Election Agreement to the Administrator during the
period commencing on November 1 and ending on December 31 of the
preceding Year, provided, however, that a Participant may not change from the
Company Stock Fund to the Fixed Rate Fund if, immediately after such change, he
fails to satisfy the Company’s share ownership guidelines.  The Administrator specifically retains the
right in its sole discretion to change the investment options from time to
time.  By giving investment directions
in accordance with the Plan, each Participant shall thereby acknowledge and
agree that the Company is not and shall not be required to make any investment
in connection with the Plan, nor is it required to follow the Participant’s
investment directions in any actual investment it may make or acquire in
connection with the Plan or in determining the amount of any actual or
contingent liability or obligation of the Company thereunder or relating
thereto.  The Plan is unfunded.  A Participant’s Account represents the
Company’s unsecured obligation to pay the amount credited to such bookkeeping
account.  Amounts credited to a
Participant’s Account are not actually used to purchase the investments
selected by the Participant.


 


2.5.  Date of Distribution.  Except as otherwise provided herein, the
distribution of a Participant’s Account shall be made or shall commence as soon
as administratively practicable after the Participant’s Termination of Service
Date.


 


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2.6.  Form of Distribution.  The Participant’s entire Account (including
the amount of each investment option in which the Account is deemed invested)
shall be distributed in cash, at the election of the Participant, (i) in a
single lump sum or (ii) in quarterly installments over a period of ten
years.  Payment shall commence on the
date specified in Section 2.5, except as otherwise provided herein.  The payment to a Participant or his
Beneficiary of a single lump sum or of the installments payable hereunder shall
discharge all obligations of the Company to such Participant or Beneficiary
under the Plan with respect to that Account. 
In the event that a Participant’s Account is paid in installments, the
amount of each installment shall be equal to the quotient obtained by dividing
the Participant’s Account balance as of the date of such installment payment by
the number of installment payments remaining to be made to or in respect of
such Participant at the time of the calculation.  In the event that no valid election is made regarding the
Participant’s form of distribution, the Participant’s Account shall be paid in
a single lump sum.  Notwithstanding the
payment form elected by a Participant on his first Election Agreement, a
Participant may elect on a form provided by the Administrator to change the
form of payment of his Account to a form of payment otherwise permitted
hereunder provided that any election made less than one year prior to the
Participant’s Termination of Service Date shall not be valid, and in such case,
the distribution shall be made in accordance with the latest valid election of
the Participant.


 


2.7.  Death of a Participant.  If a Participant dies after payment of his
Account in installments has commenced, the remaining balance of his Account
shall continue to be paid to his Beneficiary or Beneficiaries in accordance
with the payment schedule that has already commenced.  If a Participant dies before payment from
his Account has commenced, the Participant’s Account shall be paid to his
Beneficiary or Beneficiaries in cash in a single lump sum as soon as
administratively practicable after the Participant’s death.  Each Participant shall designate a
Beneficiary or Beneficiaries on a Beneficiary designation form provided by the
Administrator.  A Participant’s
Beneficiary designation may be changed at any time prior to his death by the
execution and delivery of a new Beneficiary designation. The Beneficiary
designation on file with the Company that bears the latest date at the time of
the Participant’s death shall govern. 
Notwithstanding the above, in the absence of a Beneficiary designation,
the amount of the Participant’s Account shall be paid to the Participant’s estate
in a lump sum amount within 90 days after the appointment of an executor or
administrator or as otherwise determined by the Administrator.


 


2.8.  Acceleration.  Notwithstanding any other provision of the
Plan, each Participant shall be permitted, at any time, to make an election to
receive, payable as soon as administratively practicable after such election is
received by the Administrator, a distribution of part or all of his Account in
a single lump sum, if (and only if) the amount in the Participant’s Account
subject to such distribution is reduced by 10%, which 10% amount shall
thereupon irrevocably be forfeited.


 


2.9.  Vesting of Accounts.  Subject to Section 2.8, each
Participant shall at all times have a nonforfeitable interest in his Account
balance.


 


SECTION III


ADMINISTRATION


 


The Administrator shall be responsible for the general administration
of the Plan and for carrying out the provisions hereof.  The Administrator shall have all such powers
as may be necessary to carry out the provisions of the Plan, including the
power to (i) resolve all questions relating to eligibility for participation in
the Plan and the amount in the Account of any Participant and all questions
pertaining to claims for benefits and procedures for claim review, (ii) resolve
all other questions arising under the Plan, including any factual questions and
questions 


 


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of construction, and (iii) take such further action as the Company
shall deem advisable in the administration of the Plan.  The actions taken and the decisions made by
the Administrator hereunder shall be final and binding upon all interested
parties.  Any Participant who would otherwise
be entitled to act on behalf of the Administrator shall recuse himself from any
decision of the Administrator that is made solely with respect to him.  The Administrator shall provide a procedure
for handling claims of Participants or their Beneficiaries under the Plan.  Such procedure shall provide adequate
written notice within a reasonable period of time with respect to the denial of
any such claim as well as a reasonable opportunity for a full and fair review
by the Administrator of any such denial. 
From time to time, the Administrator may delegate to the management of
the Company its responsibilities, including its recordkeeping responsibilities,
under the Plan.


 


SECTION IV


AMENDMENT AND TERMINATION


 


4.1.  Amendment.  The Company reserves the right to amend the
Plan at any time by action of the Board; provided, however, that no such action
shall reduce the Account balance of any Participant or Beneficiary without his
consent.


 


4.2.  Termination.  The Company reserves the right to terminate
the Plan at any time by action of the Board.  
In the event that the Company terminates the Plan, each Participant
shall receive a distribution of his Account, at the discretion of the
Administrator, either (i) in a single lump sum as soon as administratively
practicable following termination of the Plan or (ii) in a single lump sum or
in installments, as elected by the Participant, commencing as soon as
administratively practicable following his Termination of Service Date.


 


SECTION V


MISCELLANEOUS


 


5.1.  Non-alienation of
Deferred Compensation.  Except as
permitted by the Plan, no right or interest under the Plan of any Participant
or Beneficiary shall, without the written consent of the Company, be (i)
assignable or transferable in any manner, (ii) subject to alienation,
anticipation, sale, pledge, encumbrance, attachment, garnishment or other legal
process or (iii) in any manner liable for or subject to the debts or
liabilities of the Participant or Beneficiary.


 


5.2.  Interest of Participant.


 


(i)                                               The
obligation of the Company under the Plan to make payment of amounts reflected
in an Account merely constitutes the unsecured promise of the Company to make
payments from its general assets and no Participant or Beneficiary shall have
any interest in, or a lien or prior claim upon, any property of the Company.  It is the intention of the Company that the
Plan be unfunded for tax purposes.


 


(ii)                                            In the
event that the Company purchases an insurance policy or policies insuring the
life of any Participant (or any other property) to allow the Company to recover
the cost of providing the benefits, in whole or in part, hereunder, neither the
Participants nor their Beneficiaries or other distributees shall have nor
acquire any rights whatsoever therein or in the proceeds therefrom.  The Company or its delegate shall be the
sole owner and beneficiary of any such policy or policies and, as such, shall
possess and may exercise all incidents of ownership therein.  A Participant’s participation in the
underwriting or other steps necessary to acquire such policy or policies may be
required by the 


 


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Company and, if required, shall not be a suggestion of any beneficial
interest in such policy or policies to such Participant or any other person.


 


5.3.  Claims of Other Persons.  The provisions of the Plan shall in no event
be construed as giving any other person, firm or corporation any legal or
equitable right as against the Company or the officers, employees or directors
of the Company, except any such rights as are specifically provided for in the
Plan or are hereafter created in accordance with the terms and provisions of
the Plan.


 


5.4.  Severability.  The invalidity and unenforceability of any
particular provision of the Plan shall not affect any other provision hereof,
and the Plan shall be construed in all respects as if such invalid or
unenforceable provision were omitted.


 


5.5.  Construction.  Except to the extent preempted by federal
law, the provisions of the Plan shall be governed and construed in accordance
with the laws of the State of North Carolina.  Unless the context clearly requires otherwise, the masculine
pronoun wherever used herein shall be construed to include the feminine
pronoun.


 


5.6.  Successors.  The Company shall require any successor
(whether direct or indirect, by purchase, merger, consolidation, reorganization
or otherwise) to all or substantially all of the business and/or assets of the
Company to expressly assume this Plan. 
This Plan shall be binding upon and inure to the benefit of the Company
and any successor of or to the Company, including without limitation any
persons acquiring directly or indirectly all or substantially all of the
business and/or assets of the Company whether by sale, merger, consolidation,
reorganization or otherwise (and such successor shall thereafter be deemed the
“Company” for the purposes of this Plan), and the heirs, beneficiaries,
executors and administrators of each Participant.  In the event that any successor to the Company shall fail to
assume this Plan, the Plan shall immediately terminate and each Participant
shall immediately receive distribution of his Account in a single lump sum.


 


5.7.  Withholding of Taxes
and Other Amounts.  The Company may
withhold or cause to be withheld from any amounts deferred or payable under the
Plan any taxes or other amounts as shall be legally required.


 


5.8.  Electronic or Other
Media.  Notwithstanding any other
provision of the Plan to the contrary, including any provision that requires
the use of a written instrument, the Administrator may establish procedures for
the use of electronic or other media in communications and transactions between
the Plan or the Administrator and Participants and Beneficiaries.  Electronic or other media may include, but
are not limited to, e-mail, the Internet, intranet systems and automated
telephonic response systems.


 


 


EXECUTED this  3rd  day of December, 2003.


 


	
   

  	
  CARLISLE COMPANIES INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ 
  Richmond D. McKinnish

  	
   

  
	
   

  	
   

  	
  Richmond D. McKinnish

  
	
   

  	
   

  	
  Chief Executive Officer and President

  



 


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