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).
3
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:
4
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