<PAGE>
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CARLISLE COMPANIES INCORPORATED
(Exact name of issuer as specified in its charter)
Delaware 31-1168055
(State of Incorporation) (I.R.S. Employer Identification No.)
250 South Clinton Street; Suite 201
Syracuse, New York 13202-1258
(Address of Principal Executive Offices) (Zip Code)
CARLISLE COMPANIES INCORPORATED
EXECUTIVE INCENTIVE PROGRAM
(Full Title of the Plan)
STEPHEN P. MUNN
250 South Clinton Street, Suite 201
Syracuse, New York 13202-1258
(Name and address of agent for service)
(315) 474-2500
(Telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Proposed
Title of Proposed maximum Amount of
Securities Amount to be maximum offering aggregate offering registration
to be registered registered (1) price per share (2) price (2) fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 600,000 shares $51.125 $30,675,000 $9,050
Par Value $1.00
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This registration statement also covers such indeterminable number of
additional shares of Common Stock of Carlisle Companies Incorporated as may
become issuable with respect to all or any of such shares pursuant to the
antidilution provisions of the Plan.
(2) Inserted solely for purposes of computing the registration fee and,
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, upon
$51.125 per share, the average of the high and low prices of the Common
Stock on May 6, 1998 as reported on the New York Stock Exchange.
<PAGE>
This registration statement is filed pursuant to General Instruction E
and relates to additional securities of the same class as those for which
registration statement number 33-28052, filed with the commission on April 19,
1989, is incorporated herein by reference and registration statement number
33-56737, filed with the Commission on December 5, 1994, is incorporated herein
by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not filed pursuant to instructions.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of Carlisle Companies Incorporated (the
"Company" or the "registrant"), are incorporated by reference in this
registration statement. In addition, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this registration statement and to be a
part hereof from the date of filing of such documents.
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997;
(b) The Company's definitive proxy statement dated March 9, 1998;
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998;
(d) All other reports filed pursuant to Section 13(a) or Section
15(d) of the Exchange Act since March 31, 1998; and
(e) The descriptions of the Common Stock and related Preferred
Stock Purchase Rights contained in the Company's Registration
Statement on Form 8-B (Registration No. 1-9278) filed under
the Exchange Act, which also incorporates by reference
information presented in the Company's Registration Statement
on Form S-4 (Registration No. 33-3661) filed under the
Securities Act of 1933, as amended, and in the Company's Form
8-A filed February 14, 1989 (effective on March 29, 1989) and
the Company's amended Form 8-A/A filed August 9, 1996.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
Steven J. Ford, Vice President & General Counsel of the Company, who
has provided the opinion of counsel required by Item 601(b)(5) of Regulation
S-K, was, as of April 30, 1998, the beneficial owner of 42,236 shares of the
Company's common stock, including 40,333 shares subject to acquisition by the
exercise of stock options within sixty (60) days and 370 shares allocated to his
account under the Company's Employee Incentive Savings Plan.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law authorizes certain
indemnification by the Company to directors, officers and other persons and
authorizes the Company to purchase insurance against such liabilities.
This section allows indemnification by the Company to any person made
or threatened to be made a party to any proceedings, other than a proceeding by
or in the right of the Company, by
II-1
<PAGE>
reason of the fact that such person is or was a director, officer, employee or
agent of the Company, or was serving at the request of the Company in a similar
capacity with another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including judgments and fines, if that person
acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interest of the Company and, with respect to criminal actions, in
which such person had no reasonable cause to believe that the person's conduct
was unlawful. Similar provisions apply to actions brought by or in the right of
the Company, except that no indemnification shall be made in such cases when the
person shall have been adjudged to be liable to the Company unless determined
otherwise by the court in which the action was brought. Determinations regarding
indemnification are to be made by a majority vote of a quorum of disinterested
directors or the written opinion of independent legal counsel or by stockholders
or by the court. The Company's Certificate of Incorporation extends similar
rights of indemnification.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following Exhibits are filed as part of this Registration
Statement.
<TABLE>
<CAPTION>
<S> <C>
3.1 - Restated Certificate of Incorporation as amended April 22, 1991*
3.2 - Certificate of Amendment of the Restated Certificate of Incorporation,
dated December 20, 1996**
3.3 - By-Laws of the Company***
4.1 - Executive Incentive Program
5 - Opinion of Counsel
23.1 - Consent of Independent Auditors
23.2 - Consent of Counsel (included in Exhibit 5)
</TABLE>
- ------------------
* Filed as an Exhibit to the Company's annual report on Form 10-K for the
year ended December 31, 1991 and incorporated herein by reference.
** Filed as an Exhibit to the Company's annual report on Form 10-K for the
year ended December 31, 1996 and incorporated herein by reference.
*** Filed as an Exhibit to the Company's annual report on Form 10-K for the
year ended December 31, 1988 and incorporated herein by reference.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10
(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement;
II-2
<PAGE>
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement:
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the Company's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934, as amended (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934, as amended) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Syracuse, State of New York as of May 11, 1998.
CARLISLE COMPANIES INCORPORATED
By: /s/ Dennis J. Hall
Dennis J. Hall, President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated as of May 11, 1998.
/s/ Stephen P. Munn
- -------------------
Stephen P. Munn, Chairman, Chief Executive Officer and a Director
(Principal Executive Officer)
/s/ Dennis J. Hall
- ------------------
Dennis J. Hall, President and a Director
/s/ Robert J. Ryan, Jr.
- -----------------------
Robert J. Ryan, Jr., Vice President, Treasurer and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
/s/ Peter F. Krogh
- ------------------
Peter F. Krogh, Director
/s/ Donald G. Calder
- --------------------
Donald G. Calder, Director
/s/ Peter L.A. Jamieson
- -----------------------
Peter L.A. Jamieson, Director
/s/ Henry J. Forrest
- --------------------
Henry J. Forrest, Director
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Sequentially
Numbered
Exhibit No. Description Page
- ----------- ----------- ----
4.1 Executive Incentive Program
5 Opinion of Counsel
23.1 Consent of Independent Auditors
23.2 Consent of Counsel
(Included in Exhibit 5)
</TABLE>
<PAGE>
Exhibit 4.1
AS AMENDED MAY 2, 1991,
FEBRUARY 2, 1994
AND FEBRUARY 4, 1998
CARLISLE COMPANIES INCORPORATED
EXECUTIVE INCENTIVE PROGRAM
(Amending the 1988 Executive Long-Term Incentive Program)
<PAGE>
CARLISLE COMPANIES INCORPORATED
EXECUTIVE INCENTIVE PROGRAM
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
OVERVIEW/PURPOSE..........................................................................................................1
ARTICLE I DIVISION AND SUBSIDIARY PERSONNEL: CASH BONUS AND
RESTRICTED STOCK PLAN..........................................................................1
Section 1. Eligibility.................................................................................1
Section 2. Plan Period.................................................................................1
Section 3. Nature of Compensation under Cash Bonus and Restricted Stock Plan...........................1
Section 4. Definitions.................................................................................1
Section 4.01. Cash Performance Bonus Payment................................................1
Section 4.02. Restricted Share Grant........................................................2
Section 4.03. Base Compensation.............................................................2
Section 4.04. Position Factor...............................................................2
Section 4.05. Individual Performance Factor.................................................2
Section 4.06. Division or Subsidiary Performance Factor.....................................2
Section 4.07. Carlisle Performance Factor...................................................3
Section 5. Cash Performance Bonus Payment..............................................................3
Section 6. Restricted Share Grant......................................................................3
Section 6.01. Issuance of Shares............................................................3
(a) Number of Shares Awarded......................................................3
(b) Procedure.....................................................................3
(c) Number of Shares Authorized...................................................4
Section 6.02. Restrictions..................................................................4
(a) Minimum Performance Factors...................................................4
(b) Restricted Period; Release of Restrictions....................................5
(c) Status of Restricted Shares during Restricted Period..........................5
(d) Termination of Employment during Restricted Period............................5
Section 7. Effect of Transfer, Promotion, Demotion, Termination of Employment, and Commencement
of Employment during Plan Period......................................................5
Section 7.01. Effect of Transfer, Promotion, Demotion, Termination of Employment, and
Commencement of Employment during Plan Period.................................5
ARTICLE II CORPORATE PERSONNEL: STOCK OPTION PLAN.........................................................6
Section 1. Eligibility...........................................................................6
Section 2. Nature of Stock Options under Stock Option Plan.......................................6
Section 3. Grant of Stock Options................................................................6
Section 3.01. Number of Shares Subject to Option............................................6
Section 3.02. Procedure.....................................................................7
Section 3.03. Number of Shares Authorized...................................................7
Section 4. Terms of Stock Options................................................................7
Section 4.01. Option Price..................................................................7
Section 4.02. Period within which Stock Option may be Exercised.............................7
Section 4.03. Termination of Employment.....................................................7
(a) Termination prior to Commencement of Exercise Period..........................7
(b) Termination during Exercise Period............................................8
Section 4.04. Non-Transferability.............................................................8
<PAGE>
Section 5. Special Rules relating to Incentive Stock Options.....................................8
Section 6. Exercise of Stock Options.............................................................9
Section 6.01. Notice of Exercise............................................................9
Section 6.02. Payment.......................................................................9
Section 6.03. Issuance of Certificates......................................................9
ARTICLE III MISCELLANEOUS PROVISIONS.......................................................................9
Section 1. Administration........................................................................9
Section 1.01. Compensation Committee........................................................9
Section 1.02. Authority....................................................................10
Section 1.03. Limits of Authority..........................................................10
Section 1.04. Liability....................................................................10
Section 2. Effective Dates......................................................................10
Section 2.01. General......................................................................10
Section 2.02. Phase-In - Pre-Amendment Program...........................................11
(a) Two-Year Phase-in of Cash Bonus and Restricted Stock Plan....................11
(b) Amount of Reduction..........................................................11
(c) Allocation...................................................................11
Section 2.03. Phase-In - Post-Amendment Program..........................................11
(a) Phase-in of Cash Bonus and Restricted Stock Plan.............................11
(b) Allocation...................................................................11
Section 3. Limitations on Rights of Participants................................................12
Section 3.01. Absence of Claim of Right....................................................12
Section 3.02. Effect on Employment Status..................................................12
Section 3.03. Forfeiture of Rights: "Grounds for Forfeiture."..............................12
Section 4. Obligations Imposed Upon Regular, Special and Discretionary Participants.............12
Section 4.01. Implied Consent of Regular, Special and Discretionary Participants...........12
Section 4.02. Tax Withholding..............................................................12
Section 5. Definitions and Provisions relating to Company Stock.................................12
Section 5.01. Common Stock.................................................................12
Section 5.02. Market Value.................................................................12
Section 5.03. Permanent Disability.........................................................13
Section 5.04. Compliance with Laws.........................................................13
Section 5.05. Adjustment of Shares.........................................................13
Section 6. Change in Control....................................................................13
Section 6.01. Stock Purchase...............................................................13
Section 6.02. Business Combination.........................................................14
Section 6.03. Exception....................................................................14
Section 7. Program Unfunded.....................................................................14
EXHIBIT A RESTRICTED SHARE AGREEMENT.............................................................................15
EXHIBIT B NON-QUALIFIED STOCK OPTION AGREEMENT...................................................................17
EXHIBIT C INCENTIVE STOCK OPTION AGREEMENT.......................................................................19
</TABLE>
<PAGE>
CARLISLE COMPANIES INCORPORATED
EXECUTIVE INCENTIVE PROGRAM
OVERVIEW/PURPOSE
This Executive Incentive Program (the "Program") amends the 1988
Executive Long-Term Incentive Program and provides supplementary and incentive
compensation to certain key executive employees of Carlisle Companies
Incorporated (the "Company") and its divisions and subsidiaries (the Company and
its divisions and subsidiaries referred to collectively herein as "Carlisle") in
order to attract able personnel to employment with Carlisle, to induce such
personnel to remain with Carlisle and to become stockholders therein, and,
ultimately, to increase Carlisle's long-term growth and profitability, Carlisle
proposes to accomplish this by rewarding its employees with cash bonuses and/or
restricted stock grants in some cases and with non-qualified and/or incentive
stock options in other cases. Specifically, as set forth more fully in Article
I, key executive employees of Carlisle's operating divisions and subsidiaries
will, pursuant to Carlisle's Cash Bonus and Restricted Stock Plan, be rewarded
with cash bonuses and/or restricted stock grants. As set forth more fully in
Article II, key corporate office executive employees of Carlisle will, pursuant
to Carlisle's Stock Option Plan, be rewarded with grants of non-qualified or
incentive stock options. Article III contains provisions common to both the Cash
Bonus and Restricted Stock Plan of Article I and the Stock Option Plan of
Article II.
ARTICLE I
DIVISION AND SUBSIDIARY PERSONNEL: CASH BONUS AND
RESTRICTED STOCK PLAN
Section 1. Eligibility.
Eligibility for the "Cash Bonus and Restricted Stock Plan" that is the
subject of this Article I shall extend to certain key employees of the operating
divisions ("Divisions") and operating subsidiaries ("Subsidiaries") of Carlisle
(the "Regular Participants") who are in positions to influence the growth and
earnings of their particular Division or Subsidiary. Although the final
determination of eligibility for participation will be made by the Compensation
Committee in its absolute discretion, Regular Participants for a particular
Division or Subsidiary will normally include the president of that Division or
Subsidiary ("Division or Subsidiary President"); other top management personnel
who report directly to the Division or Subsidiary President, including,
typically, personnel in positions such as the heads of marketing, finance,
manufacturing, sales, and engineering ("Other Division or Subsidiary Top
Management Personnel"); and certain selected middle management personnel of such
Division or Subsidiary ("Division or Subsidiary Middle Management
Personnel")("Division or Subsidiary President" and "Other Division or Subsidiary
Top Management Personnel" sometimes referred to as "Restricted Share
Recipients"). The Compensation Committee will determine the number of Division
or Subsidiary Middle Management Personnel from each Division or Subsidiary
eligible for participation in the Cash Bonus and Restricted Stock Plan.
Section 2. Plan Period.
A new Cash Bonus and Restricted Stock Plan will commence January 1,
1992 and each January 1 thereafter and will extend for one (1) calendar year
("Plan Period"), unless terminated earlier pursuant to the provisions hereof.
Section 3. Nature of Compensation under Cash Bonus and Restricted Stock Plan.
Compensation of a Regular Participant under the Cash Bonus and
Restricted Stock Plan will consist of a cash payment ("Cash Performance Bonus
Payment"). Division or Subsidiary Presidents and Other Division or Subsidiary
Top Management Personnel shall also be eligible for a restricted share grant
("Restricted Share Grant").
Section 4. Definitions.
Section 4.01. Cash Performance Bonus Payment.
The "Cash Performance Bonus Payment" for each Regular
Participant for each Plan Period will, subject to the minimum
performance factors set forth in Section 6.02(a) hereof, equal the
product of (i) his Base Compensation (as defined in Section 4.04
hereof) (ii) his Position Factor (as defined in Section 4.05 hereof);
(iii) his Individual Performance Factor (as defined in Section 4.06
hereof); and the Division or Subsidiary Performance Factor of the
Division or Subsidiary for which he works (as defined in Section 4.07
hereof).
1
<PAGE>
Section 4.02. Restricted Share Grant.
The "Restricted Share Grant" for each Division or Subsidiary
President or other Division or Subsidiary Top Management Personnel for
each Plan Period will, subject to the minimum performance factors set
forth in Section 6.02(a) hereof, equal the number of shares of Common
Stock of the Company determined by dividing the product of (i) his Base
Compensation (as defined in Section 4.04 hereof); (ii) his Position
Factor (as defined in Section 4.05 hereof) divided by three (3); (iii)
his Individual Performance Factor (as defined in Section 4.06 hereof);
and the Carlisle Performance Factor (as defined in Section 4.08 hereof)
by the Market Value of the Common Stock (as defined in Article III,
Section 5.02 hereof) on the last day of the Plan Period. The Restricted
Shares shall be issued without payment of any consideration, but such
Restricted Shares shall be subject to the restrictions set forth in
Section 6 hereof.
Section 4.03. Base Compensation.
The "Base Compensation" for a Regular Participant for each
Plan Period is an amount equal to the salary earned by him in the
normal course of business for the Plan Period regardless of whether
payment is made currently or deferred. Such Base Compensation shall be
strictly limited to the foregoing item of compensation and shall
exclude all other items and benefits such as any Cash Performance Bonus
Payment made pursuant to this Program or any other cash bonus awarded
pursuant to any other long-term incentive program or plan of Carlisle.
Section 4.04. Position Factor.
The "Position Factor" is a decimal factor assigned to each
Regular Participant's position of responsibility within his particular
Division or Subsidiary. In general, and subject to the absolute
discretion of the Compensation Committee and the modifications
contained in Section 7 hereof, the Position Factor for a Division or
Subsidiary President shall be .40 (Level I), for Other Division or
Subsidiary Top Management Personnel shall be .25 (Level II), and for
Division or Subsidiary Middle Management Personnel shall be .15 (Level
III).
Section 4.05. Individual Performance Factor.
The "Individual Performance Factor" of a Regular Participant
for each Plan Period shall be a decimal factor assigned to each Regular
Participant of from .70 to 1.30. Before the commencement of a Plan
Period, each Regular Participant with the approval of his supervisor
shall develop a set of individual objectives comprised of approximately
60% financial objectives and 40% strategic goals. Near the end of the
current Plan Period, the objectives shall be reviewed and approved by
the immediate supervisor of the Regular Participant and a decimal
factor shall be assigned to the Regular Participant by his immediate
supervisor based on the Regular Participant's level of achievement of
the financial objectives and strategic goals set forth at the beginning
of the Plan Period, and this decimal factor shall constitute the
"Individual Performance Factor." If the decimal factor assigned to the
Regular Participant is less than .70, the Individual Performance Factor
shall be zero.
Section 4.06. Division or Subsidiary Performance Factor.
The "Division or Subsidiary Performance Factor" for each Plan
Period shall be a decimal factor assigned to the Division or Subsidiary
for which the Regular Participant works of from .70 to 1.30. Concurrent
with the establishment of the individual objectives in Section 4.06,
the Division or Subsidiary President and his immediate supervisor shall
develop a set of Division or Subsidiary objectives comprised of
approximately 60% financial objectives and 40% strategic goals.
A decimal factor shall be assigned to the Division or
Subsidiary by the immediate supervisor of the Division or Subsidiary
President based on the Division's or Subsidiary's level of achievement
of the financial objectives and strategic goals set forth at the
beginning of the Plan Period, and this decimal factor shall constitute
the "Division or Subsidiary Performance Factor." If the decimal factor
assigned to the Division or Subsidiary is less than .70, the Division
or Subsidiary Performance Factor shall be zero.
Section 4.07. Carlisle Performance Factor.
The "Carlisle Performance Factor" for each Plan Period shall
be calculated in one of the following two ways:
2
<PAGE>
current year net earnings
-------------------------
prior year net earnings + current year plan divided by 2
or, in the discretion of the Compensation Committee:
current year net earnings
-------------------------
current year plan
Section 5. Cash Performance Bonus Payment.
At the end of the Plan Period, each Regular Participant shall be
entitled to receive (subject to the modifications contained in Section 7 hereof)
a Cash Performance Bonus Payment as calculated in Section 4.01. Payment shall be
made prior to the end of the Company's fiscal second quarter following the end
of the relevant Plan Period.
Section 6. Restricted Share Grant.
Section 6.01. Issuance of Shares.
(a) Number of Shares Awarded.
At the end of the Plan Period, each Division or
Subsidiary President and other Subsidiary Top Management
Personnel shall be entitled to receive (subject to the
modifications contained in Section 7 hereof) the number of
shares of Common Stock (as defined in Article III, Section 5
hereof) ("Restricted Shares") as calculated in Section 4.02.
(b) Procedure.
On or before the end of the Company's fiscal second
quarter following the end of the relevant Plan Period, the
Company shall notify in writing each Restricted Share
Recipient to whom an award of Restricted Shares has been made
of the number of shares that he shall be entitled to receive
and any other terms, conditions, and restrictions relating
thereto. The Restricted Share Recipient shall have ten (10)
days from the date of such notification to accept the
Restricted Shares subject to the terms, conditions and
restrictions relating thereto, which he may do by executing a
Restricted Share Agreement in a form designated by the
Compensation Committee similar to the one attached hereto as
Exhibit A. Upon compliance with the provisions of this
subsection, share certificates representing the Restricted
Shares shall be issued in the name of the Restricted Share
Recipient to be held in escrow pursuant to Section 6.02
hereof, which certificates may, if required by the Company,
bear the following legend reflecting that such Restricted
Shares are subject to the restrictions contained in this Plan:
The shares represented by this certificate are subject to the
terms, conditions, and restrictions of the Company's
Restricted Stock Plan, adopted by the Company on April 20,
1988, as amended, and a Restricted Share Agreement between the
holder hereof and the Company dated [date of Restricted Share
Agreement]. The Company will mail to the holder hereof a copy
of the Cash Bonus and Restricted Stock Plan and of the
Restricted Share Agreement without charge within five (5) days
after receipt of a written request therefor.
(c) Number of Shares Authorized.
The aggregate number of shares of Common Stock that
may be issued as Restricted Shares shall not exceed six
hundred thousand (600,000) shares. Common Stock reacquired by
the Company as provided in Section 6.02(d) shall again be
available for issuance in connection with other allocations
under this Cash Bonus and Restricted Stock Plan.
Section 6.02. Restrictions.
(a) Minimum Performance Factors.
Notwithstanding anything to the contrary in this
Program, no Cash Performance Bonus Payment
3
<PAGE>
or Restricted Share Grant shall be made to any Regular
Participant unless his Individual Performance Factor and the
applicable Division or Subsidiary Performance Factor, when
viewed together, are at least as follows:
<TABLE>
<CAPTION>
<S> <C>
If Individual Performance Factor Then Division or Subsidiary Performance
is at Least Factor Must be at Least
1.30 .70
1.20 .70
1.10 .70
1.00 .70
.90 .80
.80 .90
.70 1.00
If Division or Subsidiary Performance Then Individual Performance Factor
Factor is at Least Must be at Least
1.30 .70
1.20 .70
1.10 .70
1.00 .70
.90 .80
.80 .90
.70 1.00
</TABLE>
(b) Restricted Period; Release of Restrictions.
By accepting the Restricted Shares awarded to him
under this Cash Bonus and Restricted Stock Plan, the
Restricted Share Recipient agrees and consents to the
restrictions described herein. Unless the Restricted Shares
are earlier returned to the Company or released pursuant to
Section 6.02(d) hereof, such restrictions shall apply from the
date on which the Restricted Shares are issued pursuant to
Section 6.01 until the date three (3) years from the last day
of the relevant Plan Period (this period being referred to
herein as the "Restricted Period"). At the expiration of the
Restricted Period, the Restricted Shares shall be released to
the Restricted Share Recipient. Upon release of the Restricted
Shares, whether at the expiration of the three-year period (as
provided in this Section 6.02(b)) or by reason of termination
of employment of the Restricted Share Recipient (as provided
in Section 6.02(d)), the Company shall issue and deliver to
the Restricted Share Recipient a share certificate in the name
of such Restricted Share Recipient representing the number of
shares so released and bearing any legend deemed necessary or
appropriate by the Company to comply with applicable
securities laws and regulations.
(c) Status of Restricted Shares during Restricted Period.
During the Restricted Period, the Company shall, as
escrow agent, retain at its principal office the share
certificate issued in the name of the Restricted Share
Recipient. Subject to the rights and powers established herein
or in the Restricted Share Agreement, the Restricted Share
Recipient shall have all the rights of a stockholder,
including the right to vote and the right to receive dividends
or other distributions with respect to the shares represented
by such certificate. During the Restricted Period, Restricted
Shares issued under this Cash
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Bonus and Restricted Stock Plan shall not be transferred,
delivered, assigned, sold or disposed of in any manner, nor
pledged or otherwise hypothecated.
(d) Termination of Employment during Restricted Period.
If a Restricted Share Recipient's employment with the
Division or Subsidiary terminates because of death, permanent
disability (as defined in Article III, Section 5.03 hereof),
or retirement after attaining normal retirement age under the
provisions of any retirement plan of Carlisle (or as
established and approved by the Compensation Committee), all
restrictions under this Cash Bonus and Restricted Stock Plan
shall automatically terminate as to all Restricted Shares
owned by the Restricted Share Recipient and such Restricted
Shares shall be released to such Restricted Share Recipient.
If a Restricted Share Recipient's employment with the Division
or Subsidiary terminates during the Restricted Period other
than by reason of death, permanent disability (as defined in
Article III, Section 5.03 hereof), or retirement after
attaining normal retirement age under the provisions of any
retirement plan of Carlisle (or as established or approved by
the Compensation Committee), including a determination by the
Compensation Committee that any conduct of a Regular
Participant constitutes Grounds for Forfeiture (as defined in
Article III, Section 3.03 hereof), then such Restricted Share
Recipient shall relinquish all rights in the Restricted Shares
and such Restricted Shares shall be returned to the Company,
unless the Compensation Committee shall, in its absolute
discretion, waive the restrictions as to any part or all of
the Restricted Shares.
Section 7. Effect of Transfer, Promotion, Demotion, Termination of
Employment, and Commencement of Employment during Plan Period.
Section 7.01. Effect of Transfer, Promotion, Demotion, Termination
of Employment, and Commencement of Employment during
Plan Period.
(i) If, after the beginning of a Plan Period, a
Regular Participant's employment with Carlisle terminates for
any reason, or the Regular Participant is promoted or demoted
within a division or subsidiary or is transferred to another
division or subsidiary during any Plan Period, then the
Compensation Committee shall, in its absolute sole discretion,
determine the amount, if any, of any Cash Performance Bonus
Payment or Restricted Share Grant payable to the Regular
Participant for the uncompleted Plan Period.
(ii) If, after the beginning of a Plan Period, an
individual commences employment with a division or subsidiary,
the Compensation Committee may, in its absolute discretion,
elect to include such individual as a Regular Participant for
such Plan Period.
(iii) If, after the beginning of a Plan Period, the
Compensation Committee becomes aware that any conduct of a
Regular Participant constitutes Grounds for Forfeiture (as
defined in Article III, Section 3.03 hereof), then such
Regular Participant shall relinquish all rights in and to any
Cash Performance Bonus Payment or Restricted Share Grant for
the uncompleted Plan Period, unless the Compensation Committee
shall, in its absolute discretion, waive the restrictions.
ARTICLE II
CORPORATE PERSONNEL: STOCK OPTION PLAN
Section 1. Eligibility.
Eligibility for the "Stock Option Plan" that is the subject of this
Article II shall extend to certain key executive employees in the corporate
offices ("Corporate Office(s)") of Carlisle (the "Special Participants") who
are, in the determination of the Compensation Committee in its absolute
discretion, in a position to influence the growth and earnings of Carlisle.
Special Participants will consist of the following three (3) groups of Corporate
Office executive positions, the specific positions comprising each group to be
determined from time to time by the Compensation Committee in its absolute
discretion: certain selected top Corporate Office executives (the "Top Corporate
Officers"), which Top Corporate Officers may include, for example, the Chairman
of the Board, the Vice Chairman of the Board, the President, and the Executive
Vice President and Treasurer; certain selected
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Corporate Office staff managers ("Staff Managers"), which Staff Managers may
include, for example, the Vice President of Corporate Development, the General
Counsel, the Staff Counsel, the Manager of Internal Auditing, the Controller,
and the Assistant Treasurer; and certain selected Corporate Office middle
management personnel ("Corporate Middle Management Personnel"). Eligibility will
also extend to such other executive officers of Carlisle as the Compensation
Committee shall determine in its absolute discretion ("Discretionary
Participants").
Section 2. Nature of Stock Options under Stock Option Plan.
The Compensation Committee in its absolute discretion may designate
whether an option granted under this Stock Option Plan is a Non-Qualified Stock
Option or an Incentive Stock Option. For this purpose, an "Incentive Stock
Option" shall mean an option granted under this Stock Option Plan which is
designated to be an incentive stock option under the provisions of Section 422
of the Internal Revenue Code of 1986, as amended (the "Code") or any successor
provision. A "Non-Qualified Stock Option" is any option granted under this Stock
Option Plan which does not qualify as an Incentive Stock Option. (Non-Qualified
Stock Options and Incentive Stock Options are referred to collectively herein as
"Stock Options.") In appropriate cases, the Compensation Committee may grant
both a Non-Qualified Stock Option and an Incentive Stock Option to the same
individual. If both an Incentive Stock Option and a Non-Qualified Stock Option
are awarded at one time, such Stock Options shall be deemed to be awarded in
separate grants, shall be clearly identified, and in no event will the exercise
of one such Stock Option affect the right to exercise the other such Stock
Option. Any Stock Option designated by the Compensation Committee as an
Incentive Stock Option will be subject to the general provisions applicable to
all Stock Options granted under the Stock Option Plan and, in addition, shall be
subject to the provisions of Section 5 hereof.
Section 3. Grant of Stock Options.
Section 3.01. Number of Shares Subject to Option.
The Compensation Committee will determine (annually or
otherwise) the number of shares subject to any Stock Option granted to
any Special or Discretionary Participant. Notwithstanding anything to
the contrary in this Stock Option Plan, the number of shares of Common
Stock of the Company subject to any Stock Option granted to any Special
Participant or Discretionary Participant in any one fiscal year period
shall not exceed one hundred thousand (100,000) shares.
Section 3.02. Procedure.
Each year, after January 1 but on or before the end of the
Company's second fiscal quarter in the case of a Special Participant,
and from time to time throughout the year in the case of a
Discretionary Participant, the Company shall notify in writing each
such Participant to whom an award of a Stock Option has been made of
the terms and conditions of such Stock Option. Thereafter, such Special
or Discretionary Participant shall have ten (10) days from the date of
such notification to accept the Stock Option subject to the terms,
conditions and restrictions relating thereto, which he may do by
executing a Stock Option Agreement in a form designated by the
Compensation Committee similar to the attached hereto as Exhibit B for
Non-Qualified Stock Options, or attached hereto as Exhibit C for
Incentive Stock Options. If a Stock Option has been issued in
accordance with the provision of this Section, then the "Effective Date
of Grant" will be the date on which the Compensation Committee
authorized the award of such Stock Option.
Section 3.03. Number of Shares Authorized.
The aggregate number of shares of Common Stock that may be
issued pursuant to this Stock Option Plan shall not exceed one million
six hundred thousand (1,600,000) shares. Upon lapse or termination of
any Stock Option unexercised, the Common Stock that was subject to such
Stock Option may again be subject to other Stock Options.
Section 4. Terms of Stock Options.
Section 4.01. Option Price.
The "Option Price" means the purchase price per share of
Common Stock subject to the Stock Option. The Option Price will
normally equal one hundred percent (100%) of the Market Value of the
Common Stock on the Effective Date of Grant, but may be modified in the
absolute discretion of the Compensation Committee, such discretion
being subject, however, to the following limitations: (a) in the case
of Incentive Stock Options and Non-Qualified Stock Options
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not described in (b) below, the Option Price shall not be less than one
hundred percent (100%) of the Market Value of the Common Stock on the
Effective Date of Grant; and (b) in the case of Non-Qualified Stock
Options specifically designated by the Compensation Committee as not
satisfying the qualified performance-based compensation requirements of
Section 162(m) of the Internal Revenue Code of 1986, as amended, and
the Treasury Regulations promulgated thereunder, the Option Price shall
not be less than fifty percent (50%) of the Market Value of the Common
Stock on the Effective Date of Grant.
Section 4.02. Period within which Stock Option may be Exercised.
The exercise period for Special Participants and Discretionary
Participants (the "Exercise Period") will be established by the
Compensation Committee in its absolute discretion. A Stock Option is
considered to be exercised within the Exercise Period if the Effective
Date of Exercise (as defined in Section 6.01 hereof) falls within the
Exercise Period.
Section 4.03. Termination of Employment.
(a) Termination prior to Commencement of Exercise Period.
If a Special or Discretionary Participant's employment with
Carlisle terminates prior to the commencement of the Exercise Period as
defined in Section 4.02 hereof (the "Pre-Exercise Period") because of
death, permanent disability (as defined in Article III, Section 5.03
hereof), or retirement after attaining normal retirement age under the
provisions of any retirement plan of Carlisle (or as established or
approved by the Compensation Committee), then any outstanding Stock
Options of such Special or Discretionary Participant which are not then
exercisable shall become immediately exercisable, but shall be
terminated automatically if not exercised before the earlier of (i) the
expiration of the Exercise Period and (ii) one (1) year following the
date of such death, permanent disability, or retirement. If a Special
or Discretionary Participant's employment with Carlisle terminates
during the Pre-Exercise Period other than by reason of the foregoing
causes, including a determination by the Compensation Committee that
any conduct of such a Participant constitutes Grounds for Forfeiture
(as defined in Article III, Section 3.03 hereof), then any outstanding
Stock Options of such Special or Discretionary Participant which are
not then exercisable shall immediately automatically terminate unless
the Compensation Committee shall, in its absolute discretion, waive the
termination as to any part or all of the Stock Options.
(b) Termination during Exercise Period.
If a Special or Discretionary Participant's employment with
Carlisle terminates after commencement of the Exercise Period but
before exercise of any Stock Options, then any such outstanding
unexercised Stock Options shall terminate if not exercised before the
earlier of the expiration of the Exercise Period or whichever of the
following is applicable: (i) one (1) year following termination of
employment, if such termination was the result of death, permanent
disability (as defined in Article III, Section 5.03 hereof) or
retirement (as defined in Section 4.03(a) hereof) and if such Stock
Option is a Non-Qualified Stock Option; or (ii) ninety (90) days
following the date of termination of employment if such termination was
not the result of death, permanent disability, or retirement, or if
such Stock Option is an Incentive Stock Option. Notwithstanding the
foregoing, if a Special or Discretionary Participant's employment with
Carlisle terminates after commencement of the Exercise Period due to a
determination by the Compensation Committee that any conduct of such
Participant constitutes Grounds for Forfeiture (as defined in Article
III, Section 3.03 hereof), then any outstanding Stock Options of such
Participant, whether exercisable or not, shall immediately and
automatically terminate unless the Compensation Committee shall, in its
absolute discretion, waive the termination as to any part or all of the
Stock Options.
Section 4.04. Non-Transferability.
Unless the Compensation Committee determines otherwise with respect to
Non-Qualified Stock Options, during the lifetime of a Special Participant or
Discretionary Participant to whom a Stock Option has been granted, such Stock
Option is not transferable and may be exercised only by such individual. Upon
the death of a Special Participant or a Discretionary Participant, the Stock
Option may be transferred to the beneficiaries or heirs of the holder of the
Stock Option by will or by the laws of descent and distribution.
Section 5. Special Rules relating to Incentive Stock Options.
In addition to the provisions of this Article II, Incentive Stock
Options shall be subject to the following specific provisions:
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(i) No Incentive Stock Option may be exercised after the
expiration of ten (10) years from the Effective Date of Grant;
(ii) If, at the time the Incentive Stock Option is granted,
the Special Participant or Discretionary Participant owns, directly or
indirectly, stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or of its
parent or subsidiary corporations (as defined for purposes of Section
422 of the Code), then: (i) the Option Price at the time the Incentive
Stock Option is granted must equal at least one hundred and ten percent
(110%) of the Market Value of the Common Stock subject to the Incentive
Stock Option; and (ii) such Incentive Stock Option will not be
exercisable after the expiration of five (5) years from the Effective
Date of Grant;
(iii) the aggregate Market Value (determined at the time the
Incentive Stock Option is granted) of the Common Stock with respect to
which Incentive Stock Options are exercisable for the first time by
such individual during any calendar year (under all such plans of
Carlisle) shall not exceed one hundred thousand dollars ($100,000); and
(iv) all Incentive Stock Options must be granted within ten
(10) years from the date the Program is adopted, or the date such
Program is approved by stockholders, whichever is earlier.
If any Stock Option is not granted, exercised or held pursuant to the
provisions of this Section 5, it will be considered to be a Non-Qualified Stock
Option to the extent that any or all of the grant is in conflict with these
provisions.
Section 6. Exercise of Stock Options.
Section 6.01. Notice of Exercise.
Any person entitled to exercise a Stock Option may do so in
whole or in part by delivering to the Company, attention General
Counsel, at its principal office a written notice of exercise. The
written notice shall specify the number of shares of Common Stock for
which the Stock Option is being exercised and shall be accompanied by
full or partial payment of the Option Price (as permitted under Section
6.02 hereof) for the shares of Common Stock being purchased. If Common
Stock is ultimately issued in accordance with Section 6.03 hereof, the
"Effective Date of Exercise" means the date on which the Company has
received the written notice required hereunder, in such form as is
acceptable to the Company, and the Company has received, if payment of
the purchase price is entirely in cash, full payment as required by
Paragraph 6.02 hereof or, if payment is completely or partially by the
exchange of Common Stock, such Common Stock in the exchange.
Section 6.02. Payment.
Payment of the purchase price upon exercise of any Stock
Option may be made in cash by the exchange of previously acquired
Common Stock at its then Market Value, or by a combination of these two
methods. If payment is made entirely in cash, the Special or
Discretionary Participant shall tender the full purchase price for the
Common Stock at the time he submits the notice required by Paragraph
6.01 hereof. If the exercise is by exchange of previously acquired
Common Stock or by a combination of cash and the exchange of previously
acquired Common Stock, the Special or Discretionary Participant shall
surrender to the Company, along with his written notice, stock
certificates representing the previously acquired Common Stock
submitted by the Special or Discretionary Participant in the exchange,
together with signed stock powers for each stock certificate submitted.
In addition, the Special or Discretionary Participant shall
simultaneously pay in cash any and all taxes attributable to the
exercise. The Company shall then notify the Special or Discretionary
Participant of the amount of cash remaining due, which the Special or
Discretionary Participant shall pay to the Company no later than ten
(10) days following the receipt of such notice.
Section 6.03. Issuance of Certificates.
Certificates for shares of Common Stock purchased through
exercise of a Stock Option will be issued in regular course after
exercise of the Stock Option and payment therefor as provided in
Section 6.01 and 6.02 hereof. Shares shall be deemed to be issued to a
Special or Discretionary Participant on the date on which such shares
are registered in such Special or Discretionary Participant's name on
the Company's stock records. No person holding a Stock Option or
entitled to exercise a Stock Option granted under this Stock Option
Plan shall have any rights or privileges of a stockholder of the
Company with respect to any shares of Common Stock issuable upon
exercise of such Stock Option until, and no adjustment shall be made
for dividends or distributions or other rights for which the record
date is prior to the date on which, such shares are registered.
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ARTICLE III
MISCELLANEOUS PROVISIONS
Section 1. Administration.
Section 1.01. Compensation Committee.
The Cash Bonus and Restricted Stock Plan and the Stock Option
Plan (the "Plans") established under this Program shall be administered
by a "Compensation Committee." The Compensation Committee shall be
composed of three (3) or more directors of the Company, appointed from
time to time by the board of directors of the Company ("Board of
Directors"), who are not, and were not at any time within one (1) year
prior to their appointment, eligible for selection as Regular, Special,
or Discretionary Participants in this Program or any other program or
plan of the Company or any of its affiliates providing for the
allocation or granting thereunder of stock, stock options or stock
appreciation rights.
Section 1.02. Authority.
Except as provided in Section 1.03 hereof, the Compensation
Committee shall have plenary authority to resolve any and all questions
arising under the Program or the Plans, to amend or terminate the
Program, the Plans or the rights of any person thereunder, to correct
any defect or supply any omission or reconcile any inconsistency in the
Program or the Plans, to establish, amend and rescind any rules and
regulations relating to the Program or any of the Plans, and to make,
in its absolute discretion, any other determinations necessary or
advisable for the administration and continued successful operation of
the Program or the Plans. Any and all decisions of the Compensation
Committee in administering the Program or the Plans, as described
herein, shall be final and conclusive. The Board of Directors shall be
empowered to exercise any authority granted to the Compensation
Committee hereunder. In addition, the Compensation Committee may, in
its absolute discretion, delegate all or a part of the day-to-day
administration of the Program or the Plans to an "Administrative
Committee" selected by the Compensation Committee for that purpose;
provided, however, that the Administrative Committee shall not be
entitled to authorize the grant of any awards under the Program or the
Plans or to authorize any variances from the terms of the Program or
the Plans.
Section 1.03. Limits of Authority.
Without the approval of the stockholders, the Compensation
Committee shall not do any of the following:
(i) increase the number of shares of Common Stock
subject to the Program or either of the Plans or increase the
maximum number of option shares available to any Special
Participant or Discretionary Participant in any one fiscal
year period (except under the anti-dilution provisions of
Section 5.05 of this Article III);
(ii) decrease the price at which Stock Options may be
exercised (except under such anti-dilution provisions);
(iii) render eligible for membership on the
Compensation Committee as of any given date any person who is
at such date, or at any time within one (1) year prior thereto
has been eligible for selection as a Participant in any Plan,
or any other plan of the Company or any of its affiliates
entitling the participants therein to acquire stock, stock
options or stock appreciation rights of the Company or any of
its affiliates; or
(iv) change the class of employees eligible to
participate in the Program.
Section 1.04. Liability.
No member of the Compensation Committee or the Administrative
Committee shall be liable for any action or determination taken or made
in good faith with respect to the Program, and to the extent permitted
by law, all members shall be indemnified by the Company for any
liability and expenses which may occur through any claim or cause of
action. Likewise, Carlisle shall have no responsibility or liability
(other than under applicable Securities Acts) for any act or omission
in connection with the Program.
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Section 2. Effective Dates.
Section 2.01. General.
Except as provided in Section 2.02 hereof, this Program shall
be effective on January 1, 1988.
This Program reflects the amendments (i) adopted by the
Compensation Committee on May 2, 1991, which became effective on
January 1, 1992, (ii) adopted by the Compensation Committee on February
2, 1994 and approved at the 1994 Annual Meeting of Shareholders of the
Company, which became effective on February 2, 1994, and (iii) adopted
by the Compensation Committee on February 4, 1998 and approved at the
1998 Annual Meeting of Shareholders of the Company, which became
effective February 4, 1998.
Section 2.02. Phase-In - Pre-Amendment Program.
(a) Two-Year Phase-in of Cash Bonus and Restricted Stock
Plan.
For the Plan Periods of the Cash Bonus and Restricted
Stock Plan of 1988-1990 and 1989-1991 in effect prior to the
amendments to the Program, the total value of the Cash
Performance Bonus Payment and the Restricted Shares that a
Regular Participant would otherwise be entitled to receive
under Article I of the pre- amendment Program shall be reduced
(but not below zero (0)) by the total value of the cash
payments ("1978 Program Cash Payment") and the stock option
grants ("1978 Program Stock Option Grant") earned by such
Regular Participant as a regular, group B, or special
participant ("1978 Program Participant") under the former
Executive Long-Term Incentive Program of the Company effective
as of January 1, 1978 ("1978 Program") for plan periods ("1978
Program Plan Periods") 1986-1990 and 1987-1991, respectively.
(b) Amount of Reduction.
For purposes of computing the amount of the reduction
required by Section 2.02(a) hereof, the 1978 Program Cash
Payment shall include all cash payments earned by the 1978
Program Participant from the 1978 Program for the relevant
1978 Program Plan Period whether designated under the 1978
Program as a "Cash Performance Bonus Payment" or as an "Option
Appreciation Deficiency" payment. The value of the 1978
Program Stock Option Grant shall equal the number of option
shares ultimately exercisable by the 1978 Program Participant
under the 1978 Program for the relevant 1978 Program Plan
Period multiplied by the difference between the aggregate
Market Value per share of such option shares at the end of the
relevant 1978 Program Plan Period and the Market Value per
share of such option shares at the date of the grant under the
1978 Program.
(c) Allocation.
The amount of the reduction required by Section
2.02(a) hereof shall be allocated equally to a reduction of
the Cash Performance Bonus Payment awarded under Article I,
Section 6 hereof prior to the amendments to the Program and
the value of the Restricted Shares awarded under Article I,
Section 7 hereof prior to the amendments to the Program. Thus,
the amount of the Cash Performance Bonus Payment otherwise
awarded under Article I, Section 6 hereof prior to the
amendments to the Program shall be reduced by an amount equal
to one-half (1/2) of the total reduction computed pursuant to
Section 2.02(b) hereof and the number of Restricted Shares
otherwise awarded under Article I, Section 7 hereof prior to
the amendments to the Program shall be reduced by a number of
such Restricted Shares determined by dividing the product of
one-half (1/2) and the total reduction computed pursuant to
Section 2.02(b) hereof by the Market Value of the Common Stock
on the last day of the relevant Plan Period.
Section 2.03. Phase-In - Post-Amendment Program.
(a) Phase-in of Cash Bonus and Restricted Stock Plan.
For the 1992 Plan Period of the Cash Bonus and
Restricted Stock Plan in effect under the amendments to the
Program, the total value of the Cash Performance Bonus Payment
and/or the Restricted Shares that a Regular Participant would
otherwise by entitled to receive under Article I of the
post-amendment Program shall be reduced (but not below zero
(0)) by the total value of the cash payments earned under the
1988 Program in effect prior to the amendments to the Program
for the 1990-92 Plan Period ("1988 Program Cash Payment") and
the total value of the Restricted Shares awarded under the
1988 Program in effect prior to the amendments to
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the Program for the 1990-92 Plan Period ("1988 Program
Restricted Shares").
(b) Allocation.
The amount of the reduction required by Section
2.03(a) shall be allocated (i) with respect to a Restricted
Share Recipient, equally to a reduction of the Cash
Performance Bonus Payment and the value of the Restricted
Shares awarded under the Program in effect under the
amendments to the Program; and (ii) with respect to any other
Regular Participant, all to a reduction of the Cash
Performance Bonus Payment awarded under the Program in effect
under the amendments to the Program.
Section 3. Limitations on Rights of Participants.
Section 3.01. Absence of Claim of Right.
No employee or other person has any claim or right to be
granted an award under the Program or the Plans.
Section 3.02. Effect on Employment Status.
The fact that an employee has been granted any benefits under
the Program or the Plans shall not limit or otherwise qualify the right
of his employer to terminate his employment at any time.
Section 3.03. Forfeiture of Rights: "Grounds for Forfeiture."
Except as otherwise provided herein, all rights of a Regular
Participant in any Plan will terminate upon the voluntary or
involuntary termination of his employment with Carlisle. As used
throughout this Program "Grounds for Forfeiture" shall mean any of the
following conduct of any Regular, Special or Discretionary Participant:
(i) using for profit or disclosing confidential information or trade
secrets of Carlisle to unauthorized persons; (ii) breaching any
contract with or violating any legal obligation to Carlisle; (iii)
failing to make himself available to consult with, supply information
to, or otherwise cooperate with Carlisle at reasonable times and upon a
reasonable basis; (iv) while employed by Carlisle, engaging, directly
or indirectly, as an officer, employee, or consultant, or otherwise
having, directly or indirectly, ownership or interest in any business
that is competitive with the manufacture, sale or distribution of
products and services of the type in which Carlisle is engaged or which
may be developed or be in the process of development by Carlisle during
the Regular, Special or Discretionary Participant's employment;
provided, however, that the Regular, Special or Discretionary
Participant may own beneficially or maintain voting power of the shares
of common stock of companies listed on national securities exchanges or
publicly traded that do not exceed five percent (5%) of the outstanding
shares of such companies; or (v) engaging in any other activity which
would have constituted grounds for his discharge for cause by Carlisle.
Section 4. Obligations Imposed Upon Regular, Special and Discretionary
Participants.
Section 4.01. Implied Consent of Regular, Special and Discretionary
Participants.
Every Regular, Special and Discretionary Participant by his
acceptance of any benefits or obligations under this Program, shall be
deemed to have consented to be bound, on his own behalf and on behalf
of his heirs, assigns, and legal representatives, by all the terms and
conditions of this Program.
Section 4.02. Tax Withholding.
The Company has the right to deduct from all wages paid in
cash any federal, state, local or foreign taxes required by law to be
withheld therefrom. In the case of awards paid in the form of or in
connection with Restricted Shares or Stock Options, Participants may be
required to make arrangements satisfactory to the Company to comply
with its withholding obligation, or, in lieu thereof the Company shall
have the right to retain (or require a tender back of) the number of
shares of Common Stock whose Market Value equals the amount required to
be withheld.
Section 5. Definitions and Provisions relating to Company Stock
Section 5.01. Common Stock.
"Common Stock" means shares of the common stock, par value of
one dollar ($1.00), of the Company.
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Section 5.02. Market Value.
"Market Value" shall mean the closing sales price of the
Common Stock as reported on the New York Stock Exchange on the day such
Market Value is to be determined or, if no sales were reported on such
day, then on the next succeeding day on which there were reports of
sales of the Common Stock on such Exchange.
Section 5.03. Permanent Disability.
"Permanent Disability" shall mean that the Regular
Participant, Special Participant or Discretionary Participant is unable
to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to
last for a continuous period of not less than twelve (12) months. No
Regular Participant, Special Participant or Discretionary Participant
shall be considered to be permanently disabled unless he furnishes
proof of the existence thereof in such form and manner, and at such
times, as the Compensation Committee may require.
Section 5.04. Compliance with Laws.
Any Common Stock issued pursuant to this Program shall be
issued only in full compliance with all applicable laws, including
laws, rules and regulations of the Securities Exchange Commission and
applicable state Blue Sky laws. The Compensation Committee may impose
such conditions on transfer and such other restrictions and limitations
on such shares of Common Stock as it may deem in its absolute
discretion necessary and appropriate to assure compliance with any
applicable laws.
Section 5.05. Adjustment of Shares.
The Compensation Committee shall make appropriate adjustments
in the number of shares of Common Stock subject to a Restricted Stock
Grant under Article I or in the number of shares of Common Stock
subject to option or in the Option Price in the case of a Stock Option
under Article II in order to give effect to changes made in the number
of outstanding shares as a result of a merger, consolidation,
recapitalization, reclassification, combination, stock dividend, stock
split, or other relevant change with the determination as to the method
and extent of change being at the absolute discretion of the
Compensation Committee.
Section 6. Change in Control.
Section 6.01. Stock Purchase.
In the event any Person (as hereinafter defined) (i) shall
become, directly or indirectly, the Beneficial Owner (as hereinafter
defined) of securities of the Company representing fifty percent (50%)
or more of the combined voting power of the Company's then outstanding
securities for the election of directors or fifty percent (50%) or more
of the Company's then outstanding shares of Common Stock, or (ii)
commences a tender offer pursuant to Regulation 14D promulgated by the
Securities and Exchange Commission under the Securities Exchange Act of
1934, or any successor provision thereto, which, if successful, would
result in such Person's becoming the Beneficial Owner of fifty percent
(50%) or more of the combined voting power of the Company's then
outstanding securities for the election of directors or fifty percent
(50%) or more of the Company's then outstanding shares of Common Stock
("Stock Triggering Event"), then the following shall occur with respect
to the benefits afforded the Participants under this Program:
(i) Stock Options. With respect to each Special or
Discretionary Participant, all Stock Options that were
outstanding at the time of the Stock Triggering Event shall
immediately become exercisable in full, such Stock Options to
be exercisable for a period of one (1) year from the date of
such Stock Triggering Event.
(ii) Cash Performance Bonus Payment. Each Regular
Participant shall be entitled to receive, within thirty (30)
days after the Stock Triggering Event specified in clause (i)
of this Section 6.01 or within thirty (30) days after the
successful completion of the Stock Triggering Event specified
in clause (ii) of this Section 6.01, a Cash Performance Bonus
Payment in the full amount that he would have been entitled to
receive under the Program had the Plan Period continued until
its normal expiration date.
(iii) Restricted Shares. If the Stock Triggering
Event occurs during any Plan Period of a Restricted Share
Recipient, such Restricted Share Recipient shall be entitled
to receive within thirty (30) days
12
<PAGE>
of the Stock Triggering Event the number of Restricted Shares
that he would have been entitled to receive under the Program
had the Plan Period continued until its normal expiration
date. Any such Restricted Shares received shall not be subject
to any of the restrictions that would normally be imposed
under Article I, Section 6.02 hereof. If the Stock Triggering
Event occurs during a Restricted Period with respect to any
Regular Participant, then all restrictions imposed by Article
I, Section 6.02 hereof shall automatically terminate as to all
Restricted Shares owned by such Regular Participant and such
Restricted Shares shall be immediately released to such
Regular Participant.
For purposes of the foregoing provisions of this Section 6.01, the
following definitions shall apply: (x) "Affiliate" and "Associate" shall be
given the meanings of such terms under Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934 as in effect on February
1, 1988; (y) "Beneficial Owner" shall be given the meaning given beneficial
owner and beneficial ownership in Rule 13d-3 of the General Rules and
Regulations under the Securities Exchange Act of 1934 as in effect on February
1, 1988; and (z) "Person" shall mean and include any individual, corporation,
partnership or other person or entity and any "Group" (which shall mean persons
and entities that act in concert as described in Section 14(d) (2) of the
Securities Exchange Act of 1934 as in effect on February 1,1988) (other than the
Company or any subsidiary thereof and other than any profit-sharing, employee
stock ownership or any other employee benefit plan of the Company or such
subsidiary, or any trustee of or fiduciary with respect to any such plan when
acting in any such capacity and other than any executive officer of the
Company), and all Affiliates and Associates of any such individual, corporation,
partnership, or other person or entity or Group.
Section 6.02. Business Combination.
In the event of the execution of an agreement providing for or
resulting in a Business Combination (as defined in Article SEVENTH. subparagraph
C 2 of the Company's Restated Certificate of Incorporation as in effect on
February 1, 1988) ("Non-Stock Triggering Event"), then the following shall occur
with respect to the benefits afforded the Participants under this Program:
(i) Stock Options. With respect to each Special or
Discretionary Participant, all Stock Options that were
outstanding at the time of the Non-Stock Triggering Event
shall immediately become exercisable in full, such Stock
Options to be exercisable for a period of one (1) year from
such Non-Stock Triggering Event.
(ii) Cash Performance Bonus Payment and Restricted
Shares. Each Regular Participant shall be entitled to receive,
within thirty (30) days of the Non-Stock Triggering Event, a
Cash Performance Bonus Payment and a number of Restricted
Shares as determined in the absolute sole discretion of the
Compensation Committee.
Section 6.03. Exception.
Notwithstanding the foregoing, in the event the amounts deemed
payable under this Section 6 when added to all other payments to the
optionee by the Company, would, if made, constitute "excess parachute
payments" within the meaning of Sections 280G and 4999 of the Internal
Revenue Code of 1986, as amended, the amounts deemed payable by the
Company under this Section 6 may, in the absolute discretion of the
Compensation Committee, be reduced by the amount deemed necessary to
cause the optionee to receive one thousand dollars ($1,000.00) less
than three (3) times the optionee's "base amount" as that term is
defined in Code Section 280G. The Compensation Committee shall, in its
absolute discretion, determine the manner in which any reduction
required by this Section 6.03 shall be allocated among amounts deemed
payable by the Company under this Section 6.
Section 7. Program Unfunded.
The Program and the Plans are unfunded and the Company is not required
to establish any special or separate fund or to make any other segregation of
assets to assure the payment of any award under the Program or the Plans and
payment of awards is subordinate to the claims of the Company's general
creditors.
13
<PAGE>
EXHIBIT A
RESTRICTED SHARE AGREEMENT
This agreement entered into as of this ____ day of _________, ____, by
and between _____________________ ("Regular Participant") and Carlisle Companies
Incorporated (the "Company").
1. In accordance with Article I of the Company's Executive Incentive
Program (the "Program"), the Company grants the Regular Participant
_____________ shares of the Common Stock, par value of One Dollar ($1.00), of
the Company ("Restricted Shares") for the _______ Plan Period subject to the
terms and conditions contained in the Program and this Agreement.
2. Regular Participant agrees to deposit with the Company as escrow
agent the share certificate representing the Restricted Shares granted to the
Regular Participant. The voting of the shares shall be vested in Regular
Participant and Regular Participant shall be entitled to receive all dividends
and shall be vested with all other incidents of ownership subject to the terms,
provisions, and conditions of the Program and this Agreement. As Restricted
Shares are released to Regular Participant pursuant to the Program, the Company
shall issue and deliver to Regular Participant a share certificate reflecting
the number of shares so released.
3. In the event that the Restricted Shares are forfeited by Regular
Participant in accordance with the terms and conditions of the Program, Regular
Participant hereby irrevocable appoints any officer of the Company as his or her
attorney-in-fact to transfer the Restricted Shares on the books of the Company
to the Company.
4. Regular Participant agrees that the Restricted Shares are being
acquired in accordance with and subject to the terms, provisions, and conditions
of the Program, to all of which Regular Participant expressly consents. Regular
Participant further agrees and represents that the Restricted Shares are
acquired for investment and that Regular Participant has no current intention to
transfer, sell, or otherwise dispose of the shares, except as permitted by the
Program and in compliance with applicable securities laws.
5. The provisions of this Agreement shall be applicable to the
Restricted Shares and to any shares or other securities of the Company that may
be acquired by Regular Participant pursuant to a stock split, stock dividend,
combination or exchange of shares or by any other similar capital adjustment
affecting the Restricted Shares. As used in this Agreement, the "Restricted
Shares" shall be deemed to include any such securities issued in respect of the
Restricted Shares.
6. This Agreement shall be binding on and inure to the benefit of the
Company and the Regular Participant and their respective heirs, successors,
assigns and legal representatives.
7. This constitutes the entire agreement among the parties with respect
to this subject matter, and this Agreement may not be modified, amended, renewed
or terminated, nor may any term, condition or breach of any term or condition be
waived, except in writing signed by the person or persons sought to be bound by
such modification, amendment, renewal, termination or waiver. 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.
14
<PAGE>
8. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision.
The parties have caused this Agreement to be duly executed as of the
day and year first above written.
- --------------------------------------
Regular Participant
CARLISLE COMPANIES INCORPORATED
- --------------------------------------
Street Address
- --------------------------------------
City, State, Zip Code
By:
----------------------------
- --------------------------------------
Social Security Number
Please print your name as you would like
it to appear on your stock certificate:
- --------------------------------------
15
<PAGE>
EXHIBIT B
NON-QUALIFIED STOCK OPTION AGREEMENT
AGREEMENT made as of this ___ day of ___________, _____ between
Carlisle Companies Incorporated, a Delaware corporation (the "Company"), and
___________________ ("Employee").
Section 1. Pursuant to the Company's Executive Incentive Program, as
amended (the "Program") adopted by a resolution of the Board of Directors of the
Company and approved by the shareholders of the Company, and pursuant to a
resolution adopted by the Compensation Committee on _________ ___, ____ the
Company grants an option to Employee to purchase ____________ (_____) shares of
the common stock of the Company under the Program's stock option plan (the
"Plan") at ___________________ ($__.__) per share, the closing price of the
common stock on the New York Stock Exchange on ________ __, ____. This option
shall be an option not qualifying as an incentive stock option under Section 422
of the Internal Revenue Code of 1986, as amended and is granted subject to the
conditions, limitations, adjustments, covenants, and other provisions set forth
in this Agreement, in the Plan and in the Program. Any term capitalized but not
defined in this Agreement shall have the meeting ascribed by the Program.
Section 2. Except as otherwise provided in this Agreement, in the
Program or in the Plan, this option may be exercised in whole or in part in the
installments set forth in Table I below. Any installment not exercised shall
carry over to the subsequent stock option exercise period. In no event shall
more shares of the option be exercised than shown in the maximum stock option
carry over. The option, to the extent that installments are not otherwise
exercised, expires on _________ ___, ______ unless sooner terminated.
TABLE I
Stock Option Installments
<TABLE>
<CAPTION>
Number of Shares
Subject to Option Exercise
--------------------------
Stock Option Maximum Stock
Exercise Period Installments Option Carry-over
- --------------- ------------ -----------------
<S> <C> <C>
</TABLE>
Section 3. The procedure for the exercise of this option shall be as
set forth in Article II, Section 6 of the Plan. The cost of any stock transfer
or issue taxes or other taxes and charges imposed by a government authority on
the transfer or issue of shares purchased by an exercise of this option shall be
paid by the Company.
Section 4. Without limiting the application of any other provision of
this Agreement, the Plan or the Program, Employee acknowledges and agrees that
the option price and/or the number of shares subject to option under this
Agreement may be subject to adjustment, in the discretion of the Compensation
Committee, as provided in Article III, Section 5.05 of the Program. The Employee
further expressly acknowledges and agrees that the options granted under this
Agreement are subject to the restrictions and limitations contained in Article
III, Section 3.03 of the Plan (pertaining to termination of employment) and
Article III, Section 6 of the Program (pertaining to change in control of the
Company).
Section 5. The option granted to Employee under this Agreement may not
be transferred or assigned by him other than by will or by the laws of descent
and distribution and may not be exercised by anyone other than Employee during
his lifetime.
16
<PAGE>
Section 6. Any notice or other communication required or permitted to
be given under this Agreement shall be duly given if in writing and delivered
personally or mailed first-class, postage prepaid, by registered or certified
mail as follows:
If to the Company:
Carlisle Companies Incorporated
250 South Clinton Street, Suite 201
Syracuse, New York 13202-1258
Attention: Vice President, Secretary and General Counsel
If to the Employee:
------------------------
------------------------
------------------------
or to such other address as may be given in writing as provided in this
Agreement.
Section 7. No reference to any specific provision or Section of the
Program or Plan shall be construed to in any way limit, by negative implication
or otherwise, the applicability of any other Program or Plan provision or
Section to this Agreement.
The parties have executed this Agreement as of the date first above
written.
I accept the option to purchase shares of common stock of the Company
granted in accordance with and subject to the terms and conditions of this
Agreement, the Program and the Plan, and I agree to be bound by those terms and
conditions.
----------------------------------
Employee
17
<PAGE>
EXHIBIT C
INCENTIVE STOCK OPTION AGREEMENT
AGREEMENT made as of this ____ day of ___________, _______ between
Carlisle Companies Incorporated, a Delaware corporation ("the Company") and
_________________________ ("Employee").
WITNESSETH
Section 1. Pursuant to a resolution of the Compensation Committee of
the Company, adopted in accordance with Article II (the "Plan") of the Company's
Executive Incentive Program (the "Program") at a meeting held on the ____ day of
___________ ______, the Company hereby grants an option to Employee to purchase
____________ (___) shares of the common stock of the Company at ____________
Dollars ($_____) per share, the closing price of such common stock on the New
York Stock Exchange on _________ ___, ______. This option shall be an option
qualifying as an Incentive Stock Option under Section 422 of the Internal
Revenue Code of 1986, as amended ("Incentive Stock Option") and granted subject
to the conditions, limitations, adjustments, covenants, and other provisions set
forth herein, in the Plan, and in the Program. Any term capitalized but not
defined herein shall have the meaning ascribed thereto by the Program.
Section 2. [Except as otherwise provided herein, in the Program, or in
the Plan, this option may be exercised in whole or in part between the dates of
_________ ___, ______ and __________ ___, ______ and shall expire on ________
___, ______ unless terminated prior thereto.]
[Except as otherwise provided in this Agreement, in the
Program or in the Plan, this option may be exercised in whole or in
part in the installments set forth in Table I below. Any installment not
exercised shall carry over to the subsequent stock option exercise period. In no
event shall more shares of the option be exercised than shown in the maximum
stock option carry over. The option, to the extent that installments are not
otherwise exercised, expires on _________ ___, ______ unless sooner terminated.
TABLE I
Stock Option Installments
<TABLE>
<CAPTION>
Number of Shares
Subject to Option Exercise
Stock Option Maximum Stock
Exercise Period Installments Option Carry-over
- --------------- ------------ -----------------
<S> <C> <C>
</TABLE>
]
Section 3. The procedure for the exercise of this option shall be as
set forth in Article II, Section 6 of the Plan. The cost of any stock transfer
or issue taxes or other taxes and charges imposed by a government authority on
the transfer or issue of shares purchased by an exercise of this option shall be
paid by the Company.
Section 4. The Employee hereby acknowledges and agrees that the option
price and/or the number of shares subject to option hereunder may be subject to
adjustment, in the discretion of the Compensation Committee, as provided in
Article III, Section 5.05 of the Program. The Employee further expressly
acknowledges and agrees that the options granted hereunder are subject to the
restrictions and limitations contained in Article III, Section 3.03 of the Plan
(pertaining to termination of employment) and Article III, Section 6 of the
Program (pertaining to change in control of the Company).
Section 5. The option granted to Employee hereunder may not be
transferred or assigned by him or her otherwise than by will or by the laws of
descent and distribution and may not be exercised by anyone other than Employee
during his lifetime.
18
<PAGE>
Section 6. Because this option is an Incentive Stock Option, it is
subject to the special rules relating to Incentive Stock Options contained in
Article II, Section 5 of the Program. In particular, this option may not be
exercised after the expiration of ten (10) years from the date of grant.
Section 7. Any notice or other communication required or permitted to
be given hereunder shall be duly given if in writing and delivered personally or
mailed first-class, postage prepaid, by registered or certified mail as follows:
If to the Company:
Carlisle Companies Incorporated
250 South Clinton Street; Suite 201
Syracuse, NY 13202-1258
Attention: Vice President, Secretary & General Counsel
or to such other address as may be given in writing as herein provided.
Section 8. No reference herein to any specific provision or Section of
the Program or Plan shall be construed to in any way limit by negative
implication or otherwise, the applicability of any other Program or Plan
provision or Section to this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
CARLISLE COMPANIES INCORPORATED
By:
-------------------------------
I hereby accept the Incentive Stock Option to purchase shares of common
stock of the Company granted above in accordance with and subject to the terms
and conditions of this Agreement, the Program, and the Plan and I agree to be
bound thereby.
Date: By:
--------------------- -----------------------------
Accepted Employee
19
<PAGE>
Exhibit 5
May 11, 1998
The Board of Directors
Carlisle Companies Incorporated
250 South Clinton Street; Suite 201
Syracuse, NY 13202-1258
Dear Board of Directors:
I have acted as Counsel for Carlisle Companies Incorporated (the
"Company") in connection with the proposed issuance of up to 600,000 shares of
its Common Stock, $1.00 par value, under its Executive Incentive Program (the
"Program") pursuant to a Registration Statement on Form S-8 filed with the
Securities and Exchange Commission (the "Registration Statement").
In connection with the opinions set forth below, I have examined such
records and documents and have made such investigations of law and fact as I
have deemed necessary.
Based upon the foregoing, it is my opinion that the shares of Common
Stock which may be issued or transferred or sold pursuant to the Program will,
when issued, delivered and paid for, be legally issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the references to me in the Registration
Statement.
Very truly yours,
/s/ Steven J. Ford
- -------------------------
Steven J. Ford
Vice President, Secretary and General Counsel
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report dated
January 26, 1998 in Carlisle Companies Incorporated's Annual Report on Form 10-K
for the year ended December 31, 1997 and to all references to our Firm included
in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
------------------------
Syracuse, New York
May 11, 1998
