Exhibit
10.1




	
  

  Carlisle Companies Incorporated

  13925 Ballantyne Corporate Place, Suite 400

  Charlotte, NC 28277

  	
   

  	
  

  
	
  Phone:

  Fax:

  	
  704-501-1100

  704-501-1190

  	
   

  	
   

  
	
   

  
	
  Stephen P. Munn

  Chairman of the Board

  	
   

  	
   

  
				






 


June 5, 2007


Mr. David A.
Roberts

3310 Crestmoor Bay

Woodbury, Minnesota 55125


Dear David:


On
behalf of the Board of Directors (the “Board”), I am pleased to offer you
employment as Chairman, President and Chief Executive Officer of Carlisle
Companies Incorporated (“Carlisle” or the “Company”) in Charlotte, North
Carolina, as follows:


1.             Duties. 
Your employment will commence on or about June 18, 2007, or as may
be otherwise agreed (your “Employment Date”).  
You will report to the Board and be responsible for the operations and
financial performance of the Company consistent with the duties and
responsibilities set forth in the By-Laws of the Company, and have such other
duties as the Board may reasonably determine. 
You have been elected Chairman of the Board, President and Chief Executive
Officer of Carlisle.


2.             Base Salary. 
Your starting salary will be $75,000 per month, payable in accordance
with the Company’s regular payroll practices. 
Compensation is reviewed annually by the Compensation Committee of the
Board, provided that your base salary and bonus potential will not be reduced.


3.             Bonus.  You
will be eligible to earn an annual target bonus of 200% of your base salary
actually paid during the year.  For the
2007 calendar year, the Company agrees to pay you a minimum bonus of $1,500,000.  Bonus payments are typically made in February
based on the prior year’s performance and are determined by the Compensation
Committee.  Prior to commencement of each
fiscal year of the Company, the Compensation Committee will establish
performance criteria, goals and achievement levels for the award of the annual
target bonus.


4.             Stock Options. On your Employment Date, you will
receive a 10-year non-qualified option (using the Company’s standard form of
Nonqualified Stock Option Agreement as modified in the form attached hereto) to
purchase 200,000 shares of the Company’s common stock at the closing price of
the stock on your Employment Date.  The
options will vest as follows: (i) 66,667 option shares on your
Employment Date, (ii) 66,667 option shares on the one-year anniversary of your
Employment Date, and (iii) the remaining 66,666 option shares on the
second anniversary of your Employment Date. 
Future stock option grants will be determined annually by the
Compensation Committee.  All option grants
are subject to the terms and conditions of the Company’s Amended and Restated
Executive Incentive Program (the “Program”). 
The Company, at its expense, will assist you with all necessary
securities law filings in connection with all of your options and restricted
stock.


 










  



5.             Restricted Stock Grant.  On your Employment Date, you will receive a
grant of 100,000 “restricted” shares under the Program.  This grant is being made to compensate you
for the current incentive plan opportunity, retirement and other benefits with
your current employer that you will be foregoing by accepting this position
with Carlisle.  The restriction on these
shares will lapse and will be distributed to you as follows:  (i) 20,000 shares on the one-year
anniversary of your Employment Date, (ii) 20,000 shares on the second
anniversary of your Employment Date, (iii) 20,000 shares on the third
anniversary of your Employment Date, (iv) 20,000 shares on the fourth
anniversary of your Employment Date, and (v) the remaining 20,000 shares on
the fifth anniversary of your Employment Date; provided you continue to be
employed by Carlisle on such distribution dates.  The restriction will also lapse if your
employment is involuntarily terminated for other than gross and willful
misconduct or by death or disability, or is terminated by you for Good
Reason.  During the period of
restriction, you will not be able to sell or otherwise dispose of the shares,
but you will receive all dividends paid with respect to the shares.


6.            Separation Pay. 
In the event that your employment is terminated involuntarily for other
than gross and willful misconduct, or is terminated by you for Good Reason, you
will be paid, on or before your last day of employment, a lump sum cash amount
equal to two times the highest annual compensation (including base salary and
bonus) paid or payable to you by the Company from either of the 2 years
ending with the date of your date of termination.  In addition, all stock options and restricted
shares shall automatically vest, and such stock options shall continue to be
exercisable for the remaining term thereof. 
The lump sum cash amount shall be paid on or before your last day of
employment to the maximum extent permitted by Section 409A of the Internal
Revenue Code and applicable regulations, with the remainder, if any, payable on
the date that is the six month anniversary of such last day.  For purposes of this letter, gross and willful
misconduct includes (i) wrongful appropriation of Company funds,
(ii) serious violation of Company policy that is not remedied by you
within 30 days following written notification from the Board specifying
with particularity such violation, (iii) breach of fiduciary duty or
(iv) conviction of a felony.  Gross
and willful misconduct shall not include any action or inaction by you contrary
to the direction of the Board with respect to any initiative, strategy or
action of the Company, which action or inaction you reasonably believe is in
the best interest of the Company.  Your
employment will be deemed to be terminated for “Good Reason” if you resign
because of a reduction of your compensation (base salary and bonus potential),
perquisites provided in this letter or benefits (other than reductions in
benefits resulting from changes in Carlisle’s employee benefit programs
affecting officers generally), or your responsibilities, duties or position (as
Chairman of the Board, President and Chief Executive Officer of Carlisle) are
diminished in any way, or you are required to relocate more than 50 miles
outside of Charlotte, North Carolina. 
Notwithstanding the foregoing, in the event that on or after the fifth
anniversary of your employment, you agree to transition your role to that of
Chairman only, the Company shall be relieved of its obligation to provide you
with any separation pay under this Paragraph 6.


 



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7.            Change of Control. 
On your Employment Date, you will be entitled to participate in the
Company’s Executive Severance Program providing for benefits in the event of “change
of control” defined generally as an acquisition of 20% or more of the
outstanding voting shares of the Company or a change in the majority of the
Company’s Board of Directors.  As more
fully described in your Executive Severance Agreement, in the event of a
termination of your employment for any reason (either voluntary or involuntary,
other than as a consequence of your death, disability or normal retirement)
within three years of a “change in control,” you shall be entitled to three
years compensation, including bonus, retirement benefits equal to the benefits
that you would have received had you completed three additional years of
employment, continuation of all life, accident, health, savings and other
fringe benefits for three years, and relocation assistance.  In addition, all stock options and restricted
shares would automatically vest upon a “change of control” and such stock
options shall continue to be exercisable for the remaining term thereof.  The compensation and benefits payable under
this Paragraph 7 shall be reduced by the compensation and benefits otherwise
payable under Paragraph 6 above.


8.             Employee Benefit Plans.  You will be entitled to participate in all
employee benefit plans, from time to time in effect, and generally available
for Carlisle’s senior executives, subject to plan terms and applicable Company
policies.  Currently, the Company offers
its executives group health and dental plans, life insurance, travel/accident,
long-term disability insurance and a 401(k) plan.  Carlisle will also reimburse you for reasonable
tax preparation and financial planning expenses as well as the cost of an
annual executive physical examination at the Mayo Clinic.


9.             Pension Benefit. 
Carlisle agrees to amend its supplemental pension plan to provide you
with the currently projected pension benefit payable to you at retirement under
your existing pension program.  Such
amendment shall be in a form mutually agreeable to you and Carlisle and shall
be completed and approved within 60 days after the date hereof.  As we discussed, you have agreed to consider
remaining employed until age 65. 
The benefit payable under Carlisle’s supplemental pension plan will be
reduced by the actual benefit payable to you under your current pension
program.  The supplemental benefit will
vest at the rate of 20% on each of the first five anniversaries of your
Employment Date, or will vest at 100% upon the involuntary termination of your
employment for other than gross and willful misconduct, or the termination of
your employment by you for Good Reason. 
If you retire prior to age 65, your supplemental pension benefit
will be actuarially reduced for early commencement using the same actuarial
factors and methods as are used at such time for similar pension reductions
under Carlisle’s employee pension plan.  The
benefit is payable entirely from the supplemental pension plan, which is
unfunded and a general obligation of Carlisle.


10.           Retiree Medical.  Following your retirement at age 65 or
the involuntary termination of your employment for other than gross and willful
misconduct, or the termination of your employment by you for Good Reason,
Carlisle will provide you medical and dental coverage for the life of you and
your wife at the monthly premium rate then in effect for Carlisle’s senior
executives.


 



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11.           Relocation Package.  With respect to your relocation, Carlisle
will reimburse you for the closing costs attributable to the sale of your home
in Woodbury, Minnesota, including customary brokerage costs as well as the
closing costs attributable to the purchase of a home in the Charlotte
area.  Carlisle will also provide
temporary living accommodations in Charlotte until you purchase your new
home.  In addition to the foregoing, on
July 2 Carlisle will pay you $100,000 for additional relocation
assistance.  If you are not able to sell
your home in Woodbury, Minnesota by August 15, 2007, at your option, the
Company will purchase your home at the then fair market thereof, determined by
an independent appraiser mutually agreed to by you and the Company.


12.           Club Membership and Dues.  Carlisle will pay (or reimburse you) for
membership in a golf and country club of your choice in the Charlotte area as
well as monthly or annual dues thereafter.


13.           Attorney’s Fees.  Carlisle will reimburse you for the
reasonable fees of your attorneys in connection with your consideration of this
offer and review of the amendment to Carlisle’s supplemental pension plan
described in Paragraph 9 above.


14.           Vacation.  You will be entitled to four weeks of
vacation per year.


15.           Make-Whole Provision.  Notwithstanding any provisions hereof or in
any other plan, agreement or program referenced herein or otherwise maintained
by the Company (the “Other Plans”), any payments or benefits to which you may
become entitled hereunder or under the Other Plans shall not be reduced
due to the application of Sections 280G and 4999 of the Internal
Revenue Code (collectively, the “Code Sections”).


16.           409A Savings Clause.  Carlisle agrees to propose such changes to
this Agreement as may be required to comply with Section 409A of the Internal
Revenue Code, provided that any such change shall not reduce your compensation
or benefits hereunder and must otherwise be acceptable to you.


 



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To accept this offer,
please sign a copy of this letter and return it to me.


Dave, we are delighted at
the prospect of you joining Carlisle.




	
  Very truly yours,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Stephen P. Munn

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Stephen P. Munn, Chairman

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AGREED AND ACCEPTED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ David A. Roberts

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  David A. Roberts

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
     6-11-07

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
															






 



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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,
Retirement, involuntary termination by the Company for other than gross or
willful misconduct, or termination by Optionee for “Good Reason” (as defined in
the Employment Agreement between the Company and the Optionee dated June      ,
2007), 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, Retirement,
involuntary termination by the Company for other than gross or willful
misconduct, or termination by Optionee for “Good Reason” (as defined in the
Employment Agreement between the Company and the Optionee dated June   , 2007;


(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; 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 



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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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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,
(d) the involuntary termination of the Grantee by the Company for other than
gross or willful misconduct, (e) the termination by the Grantee for “Good
Reason” (as defined in the Employment Agreement between the Company and the
Grantee dated June    , 2007), or
(f) 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.


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,



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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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