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:
3