SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 10-Q
 
(Mark One)
 
x   QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2010
 
OR
 
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 
Commission file number 1-9278
 
CARLISLE COMPANIES INCORPORATED
(Exact name of registrant as specified in its charter)

Delaware	 	31-1168055	
(State or other jurisdiction of	 	(I.R.S. Employer Identification No.)	
incorporation or organization)	 	 	

13925 Ballantyne Corporate Place, Suite 400, Charlotte, North Carolina 28277	 	( 704) 501-1100	
(Address of principal executive office, including zip code)	 	(Telephone Number)	
 
Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x   No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes o No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x	Accelerated filer o	
 	 	
Non-accelerated filer o	Smaller Reporting Company o	
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes    o   No x
 
Shares of common stock outstanding at April 21, 2010: 60,860,475

 

 
Part I. Financial Information
Item 1.Financial Statements
 
Carlisle Companies Incorporated
Unaudited Consolidated Statements of Earnings

 	 	First Quarter	 	
(Dollars in millions, except per share amounts)	 	2010	 	2009*	 	
 	 	 	 	 	 	
Net sales	 	$	562.0	 	$	531.3	 	
 	 	 	 	 	 	
Cost and expenses:	 	 	 	 	 	
Cost of goods sold	 	448.4	 	438.8	 	
Selling and administrative expenses	 	72.3	 	69.1	 	
Research and development expenses	 	4.5	 	4.4	 	
Gain related to fire settlement	 	—	 	(2.5	)	
Other (income) expense, net	 	(1.8	)	2.1	 	
 	 	 	 	 	 	
Earnings before interest and income taxes	 	38.6	 	19.4	 	
 	 	 	 	 	 	
Interest expense, net	 	1.9	 	2.7	 	
Income before income taxes	 	36.7	 	16.7	 	
 	 	 	 	 	 	
Income tax expense	 	13.7	 	5.7	 	
Income from continuing operations, net of tax	 	23.0	 	11.0	 	
 	 	 	 	 	 	
Discontinued operations	 	 	 	 	 	
Income (loss) from discontinued operations	 	1.9	 	(7.9	)	
Income tax expense (benefit)	 	0.6	 	(3.5	)	
Income (loss) from discontinued operations, net of tax	 	1.3	 	(4.4	)	
Net income	 	$	24.3	 	$	6.6	 	
 	 	 	 	 	 	
Basic earnings per share attributable to common shares	 	 	 	 	 	
Income from continuing operations, net of tax	 	$	0.38	 	$	0.18	 	
Income (loss) from discontinued operations, net of tax	 	0.02	 	(0.07	)	
Basic earnings per share	 	$	0.40	 	$	0.11	 	
 	 	 	 	 	 	
Diluted earnings per share attributable to common shares	 	 	 	 	 	
Income from continuing operations, net of tax	 	$	0.37	 	$	0.18	 	
Income (loss) from discontinued operations, net of tax	 	0.02	 	(0.07	)	
Diluted earnings per share	 	$	0.39	 	$	0.11	 	
 	 	 	 	 	 	
Dividends declared and paid per share	 	$	0.160	 	$	0.155	 	

*                  Amounts for the first quarter of 2009 have been revised as discussed in Note 2 to the Unaudited Consolidated Financial Statements.
 
See accompanying notes to these Unaudited Consolidated Financial Statements
 
1 

 
Carlisle Companies Incorporated
Consolidated Balance Sheets

 	 	 	 	 	 	
 	 	March 31,	 	December 31,	 	
(Dollars in millions, except share and per share amounts)	 	2010	 	2009	 	
 	 	(Unaudited)	 	 	 	
Assets	 	 	 	 	 	
Current assets:	 	 	 	 	 	
Cash and cash equivalents	 	$	86.6	 	$	96.3	 	
Receivables, less allowance of $8.6 in 2010 and $7.9 in 2009	 	350.2	 	292.5	 	
Inventories	 	349.0	 	345.8	 	
Deferred income taxes	 	41.9	 	37.8	 	
Prepaid expenses and other current assets	 	25.3	 	27.4	 	
Total current assets	 	853.0	 	799.8	 	
 	 	 	 	 	 	
Property, plant and equipment, net of accumulated depreciation of $530.1 in 2010 and $522.4 in 2009	 	468.1	 	482.6	 	
 	 	 	 	 	 	
Other assets:	 	 	 	 	 	
Goodwill, net	 	450.6	 	462.2	 	
Other intangible assets, net	 	159.8	 	162.9	 	
Investments and advances to affiliates	 	0.3	 	0.3	 	
Other long-term assets	 	4.5	 	4.4	 	
Non-current assets held for sale	 	1.9	 	1.9	 	
Total other assets	 	617.1	 	631.7	 	
 	 	 	 	 	 	
TOTAL ASSETS	 	$	1,938.2	 	$	1,914.1	 	
 	 	 	 	 	 	
Liabilities and Shareholders’ Equity	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	
Short-term debt, including current maturities	 	$	0.4	 	$	—	 	
Accounts payable	 	153.0	 	135.7	 	
Accrued expenses	 	133.5	 	148.1	 	
Deferred revenue	 	17.6	 	17.3	 	
Total current liabilities	 	304.5	 	301.1	 	
 	 	 	 	 	 	
Long-term liabilities:	 	 	 	 	 	
Long-term debt	 	156.2	 	156.1	 	
Deferred revenue	 	113.8	 	113.2	 	
Other long-term liabilities	 	128.5	 	125.1	 	
Total long-term liabilities	 	398.5	 	394.4	 	
 	 	 	 	 	 	
Shareholders’ equity:	 	 	 	 	 	
Preferred stock, $1 par value per share. Authorized and unissued 5,000,000 shares	 	—	 	—	 	
Common stock, $1 par value per share. Authorized 100,000,000 shares; 78,661,248 shares issued; 60,747,522 outstanding in 2010 and 60,645,653 outstanding in 2009	 	78.7	 	78.7	 	
Additional paid-in capital	 	78.6	 	73.9	 	
Cost of shares of treasury - 17,913,726 shares in 2010 and 18,015,595 shares in 2009	 	(224.2	)	(223.6	)	
Accumulated other comprehensive loss	 	(36.7	)	(34.7	)	
Retained earnings	 	1,338.8	 	1,324.3	 	
Total shareholders’ equity	 	1,235.2	 	1,218.6	 	
 	 	 	 	 	 	
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	 	$	1,938.2	 	$	1,914.1	 	
 
See accompanying notes to Unaudited Consolidated Financial Statements
 
2 

 
Carlisle Companies Incorporated
 Unaudited Consolidated Statements of Cash Flows

 	 	First Three Months	 	
(Dollars in millions)	 	2010	 	2009	 	
 	 	 	 	 	 	
Operating activities	 	 	 	 	 	
Net income	 	$	24.3	 	$	6.6	 	
Reconciliation of net income to cash flows from operating activities:	 	 	 	 	 	
Depreciation	 	14.5	 	14.8	 	
Amortization	 	3.0	 	2.6	 	
Non-cash compensation	 	3.6	 	3.3	 	
Earnings in equity investments	 	—	 	(0.1	)	
(Gain) loss on sale of property and equipment, net	 	(3.8	)	(1.2	)	
Loss on writedown of assets	 	—	 	3.6	 	
Gain on insurance recoveries	 	—	 	(2.5	)	
Deferred taxes	 	(1.1	)	(3.2	)	
Change in tax benefits from stock-based compensation	 	(0.4	)	0.3	 	
Foreign exchange gain	 	(0.5	)	(0.3	)	
Changes in assets and liabilities, excluding effects of acquisitions and divestitures:	 	 	 	 	 	
Current and long-term receivables	 	(58.4	)	12.8	 	
Inventories	 	(8.8	)	59.6	 	
Accounts payable and accrued expenses	 	4.7	 	(50.7	)	
Income taxes	 	6.4	 	14.3	 	
Long-term liabilities	 	(0.6	)	3.0	 	
Other operating activities	 	0.2	 	0.6	 	
Net cash (used in) provided by operating activities	 	(16.9	)	63.5	 	
 	 	 	 	 	 	
Investing activities	 	 	 	 	 	
Capital expenditures	 	(8.4	)	(10.3	)	
Proceeds from sale of property and equipment	 	5.1	 	—	 	
Proceeds from sale of business	 	20.3	 	—	 	
Other investing activities	 	—	 	0.8	 	
Net cash provided by (used in) investing activities	 	17.0	 	(9.5	)	
 	 	 	 	 	 	
Financing activities	 	 	 	 	 	
Net change in short-term borrowings and revolving credit lines	 	—	 	(26.9	)	
Dividends	 	(9.8	)	(9.5	)	
Treasury shares and stock options, net	 	0.1	 	(0.5	)	
Change in tax benefits from stock-based compensation	 	0.4	 	(0.3	)	
Net cash used in financing activities	 	(9.3	)	(37.2	)	
 	 	 	 	 	 	
Effect of exchange rate changes on cash	 	(0.5	)	(0.2	)	
Change in cash and cash equivalents	 	(9.7	)	16.6	 	
Cash and cash equivalents	 	 	 	 	 	
Beginning of period	 	96.3	 	42.7	 	
End of period	 	$	86.6	 	$	59.3	 	
 
See accompanying notes to Unaudited Consolidated Financial Statements
 
3 

 
Notes to the Unaudited Consolidated Financial Statements
 
Note 1 - Basis of Presentation
 
The accompanying unaudited consolidated financial statements have been prepared by Carlisle Companies Incorporated (the “Company” or “Carlisle”) in accordance and consistent with the accounting policies stated in the Company’s 2009 Annual Report on Form 10-K and should be read in conjunction with the consolidated financial statements in Part II, Item 8 of the Company’s 2009 Annual Report on Form 10-K.  The unaudited consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and, of necessity, include some amounts that are based upon management estimates and judgments.  Future actual results could differ from such current estimates.  The unaudited consolidated financial statements include assets, liabilities, revenues, and expenses of all majority-owned subsidiaries.  Carlisle accounts for other investments in minority-owned companies where it exercises significant influence, but does not have control, on the equity basis.  Intercompany transactions and balances are eliminated in consolidation.
 
Note 2 — Reclassifications and Revisions
 
Certain reclassifications and revisions have been made to prior period’s information to conform to the current year’s presentation as follows:
 
·                   The Consolidated Statements of Earnings for the quarter ended March 31, 2009 have been revised to reflect the presentation of Earnings before interest and income taxes (“EBIT”).
 
·                   The Consolidated Statements of Earnings for the quarter ended March 31, 2009 have been retrospectively adjusted to reflect the reclassification of the power transmission product line from discontinued operations to continuing operations and to reflect the classification of Johnson Truck Bodies business as a discontinued operation. See Note 9 for additional information regarding discontinued operations.
 
·                   The segment disclosures for the quarter ended March 31, 2009 in Note 15 have been revised to reflect the formation in the fourth quarter of 2009 of the Engineered Transportation Solutions segment that combined the previous tire and wheel, industrial brake and friction and the power transmission product lines, the classification of the power transmission product line as a continuing operation and its associated assets as held and used, the classification of the Johnson Truck Bodies business as a discontinued operation and the use of EBIT as the measure of segment profitability.
 
Note 3 - New Accounting Pronouncements
 
New accounting standards adopted
 
There were no accounting standards adopted in the first quarter of 2010.
 
New accounting standards issued but not yet adopted
 
There are currently no accounting standards that have been issued that will have a significant impact on the Company’s financial position, results of operations and cash flows upon adoption.
 
4 

 
Note 4 - Fire Gain
 
On November 16, 2008, a fire occurred at the tire and wheel plant in Bowdon, GA, and as a result the building and the majority of the machinery, equipment, records and other assets were destroyed. In order to service customers, partial operations were initiated at a facility in Heflin, AL, and some production was transferred to other tire and wheel plants or outsourced to third parties.
 
In the fourth quarter of 2008, while the Company was negotiating its claim, a pretax loss was recorded representing the deductible of $0.1 million. The net result of fire-related transactions in the first quarter of 2009 was a $2.5 million pretax gain, which included a $2.6 million pretax gain on the settlement of the inventory claim which was the difference between $8.9 million, representing the loss on inventory recorded in the fourth quarter of 2008 for which a receivable was recorded at December 31, 2008, and $11.5 million of cash proceeds received from the insurance carriers to settle the inventory claim in the first quarter of 2009. Total payments of $13.5 million were received from the insurance carriers in the first quarter of 2009.
 
The net result of fire-related transactions in the second quarter of 2009 was a $24.5 million pretax gain on the settlement of all other claims and that amount was reported as Gain related to fire settlement.  This gain was the difference between the $41.0 million of cash proceeds received from the insurance carriers in settlement of all outstanding claims and the $11.2 million insurance claims receivable balance at March 31, 2009 included in Prepaid expenses and other current assets for a portion of the expected insurance reimbursements plus $5.3 million, representing fire-related cost in the second quarter of 2009.
 
From January 1, 2009 through June 30, 2009 cash proceeds of $54.5 million were received from the insurance carriers. Losses and cost incurred from November 16, 2008 through June 30, 2009 of $27.6 million included $8.9 million of inventory; $5.7 million of building, machinery, equipment and other assets; and $13.0 million of fire-related cost. The $26.9 million pretax gain from November 16, 2008 through June 30, 2009 was the difference between cash proceeds of $54.5 million and the losses of $27.6 million. On a quarterly basis, a loss of $0.1 million was recorded in the fourth quarter of 2008, a gain of $2.5 million was recorded in the first quarter of 2009, and a gain of $24.5 million was recorded in the second quarter of 2009.
 
A minimal amount of fire-related scrap was sold in the third quarter of 2009. Since all insurance claims due to this fire were settled with the carriers no additional insurance proceeds are anticipated.
 
Note 5 - Borrowings
 
At March 31, 2010, the fair value of the Company’s par value $150 million, 6.125% senior notes due 2016, using Level 2 inputs, is approximately $165 million. The fair value of the Company’s senior notes is based on current year yield rates plus the Company’s estimated credit spread available for financings with similar terms and maturities.
 
Note 6 - Fair Value Measurements
 
The fair value of the Company’s assets and liabilities measured at fair value on a recurring basis were as follows:
 
5 

 

 	 	Balance at
March 31,	 	Quoted Prices in
Active Markets
for Identical
Assets	 	Significant
Other
Observable
Inputs	 	Significant
Unobservable
Inputs	 	
In millions	 	2010	 	Level 1	 	Level 2	 	Level 3	 	
 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	86.6	 	$	86.6	 	$	—	 	$	—	 	

During the three months ended March 31, 2009, within the tire and wheel product line of the Engineered Transportation Solutions segment, property, plant and equipment with a carrying amount of $2.9 million were written down to a fair value of zero, resulting in an impairment charge of $2.9 million, which was included in Other (income) expense, net. The fair value determination was based upon Level 3 inputs reflecting management’s determination of the net realizable value of the assets. Such assets primarily reflected leasehold improvements in its Buji, China operations that could not be transferred upon consolidation of production into Meizhou, China.
 
Note 7 — Stock-Based Compensation
 
During the three months ended March 31, 2010 and 2009, the Company expensed stock-based compensation awards under the 2004 Executive Incentive Program and the 2005 Nonemployee Director Equity Plan. A detailed description of the awards under these plans is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.
 
Stock-Based Compensation Expense
 
The compensation cost recorded for all of the Company’s share-based compensation plans during the three months ended March 31, 2010 and 2009 was as follows:

 	 	First Quarter	 	
(in millions, except per share amounts)	 	2010	 	2009	 	
Pre-tax compensation expense	 	$	3.6	 	$	3.3	 	
 	 	 	 	 	 	
After-tax compensation expense	 	$	2.3	 	$	2.1	 	
 	 	 	 	 	 	
Impact on diluted EPS	 	$	0.04	 	$	0.03	 	
 
Grants
 
In the first quarter of 2010 the Company awarded 590,020 stock options, 101,785 restricted stock awards and 101,785 performance share awards with an aggregate fair value of approximately $14.3 million to be expensed over the requisite service period for each award which generally equals the stated vesting period.
 
The grant date fair value of the 2010 stock options with a three-year graded vesting condition was estimated under the Black-Scholes-Merton formula using the following weighted-average assumptions:
 
6 

 

Expected dividend yield	 	1.87	%	
Expected life in years	 	5.75	 	
Expected volatility	 	32.7	%	
Risk-free interest rate	 	2.65	%	
 
The Company initially granted performance shares in the first quarter of 2010.  The performance shares vest based on the employee rendering three years of service to the Company and the attainment of a market condition over the performance period, which is based on the Company’s relative total shareholder return versus a peer group of companies over a pre-determined time period as determined by the Compensation Committee of the Board of Directors.   The grant date fair value of the 2010 performance shares was estimated using a Monte-Carlo simulation approach.  Such approach entails the use of assumptions regarding the future performance of the Company’s stock and those of the peer group of companies.  Those assumptions include expected volatility, risk-free interest rates, correlation coefficients and dividend reinvestment.  Dividends accrue on the performance shares during the performance period and are to be paid in cash based upon the number of awards ultimately earned.
 
Note 8 — Acquisitions
 
On October 1, 2009, the Company acquired the remaining 51% interest in Japan Power Brake, Inc. (“JPB”), a leading provider of high performance braking solutions for off-highway equipment, primarily in the mining and construction industries in Japan, for a purchase price of approximately $4.2 million. JPB is located in Atsugi, Japan and is under the management direction of the Engineered Transportation Solutions segment. The purchase price included an allocation of $0.9 million to other intangible assets reflecting a non-compete agreement with a useful life of 10 years. The remaining purchase price was allocated to current assets; property, plant and equipment; and current liabilities.
 
On October 1, 2009, the Company acquired 100% of the equity of Electronic Cable Specialists (“ECS”), a leading provider of electrical and structural products and services for the aviation, medical and industrial markets, for a purchase price of approximately $42.4 million. The acquisition of ECS expands Carlisle’s product and system reach into additional avionics applications and strengthens Carlisle’s engineering and design capabilities. The acquisition will allow for the reduction of expenses through consolidation of certain sales, general and administrative functions and through in-house production of certain components which were previously purchased by ECS from third parties. Carlisle also expects to achieve increased sales from its existing customer base with the addition of the engineering and design capabilities of ECS. ECS is located in Franklin, WI and is under the management direction of the Interconnect Technologies segment. The purchase price allocation resulted in current assets of $15.1 million; property, plant and equipment of $1.9 million; goodwill of $13.5 million; identified intangible assets of $14.5 million; and non-interest bearing current liabilities of $2.6 million. Of the $14.5 million of acquired intangible assets, $2.6 million was assigned to trade names that are not subject to amortization, $4.5 million was assigned to customer relationships with a determinable useful life of 17 years, and the remaining $7.4 million was assigned to other intangible assets with a weighted average useful life of 14.7 years. The goodwill from this acquisition is deductible for tax purposes.
 
On September 18, 2009, the Company acquired the assets of Jerrik, Inc. (“Jerrik”), a recognized leader in the design and manufacture of highly engineered military and aerospace filter connections, for approximately $33 million. The acquisition expands the Company’s range of products serving the defense and aerospace markets. The acquisition will allow for reduction of expenses through consolidation of certain sales, general and administrative functions and through in-house production of certain components, which were previously purchased by Jerrik from third parties. Jerrik is located in Tempe, AZ and is under the management direction of the Interconnect Technologies segment. The
 
7 

 
purchase price allocation resulted in current assets of $7.9 million; property, plant and equipment of $1.8 million; goodwill of $13.7 million; identified intangible assets of $10.8 million; and current liabilities of $1.2 million. Of the $10.8 million of acquired intangible assets, $0.2 million was assigned to trade names with determinable useful life of 2 years, $7.1 million was assigned to customer relationships with a determinable useful life of 18 years, and the remaining $3.5 million was assigned to other intangible assets with a weighted average useful life of 18.1 years. The goodwill from this acquisition is deductible for tax purposes.
 
Note 9 — Discontinued Operations and Assets Held for Sale
 
On February 2, 2010, as part of its commitment to concentrate on its core businesses, the Company sold all of the interest in its refrigerated truck bodies business for $20.3 million, which approximated book value.  The final purchase price is subject to adjustment based on working capital existing at the closing date.  In addition, certain indemnifications have been made to the buyer, which could possibly reduce the purchase price in subsequent periods.  The Company does not believe the impact of these issues will result in a material change to the purchase price.
 
In the second quarter of 2008, the Company announced its decision to pursue disposition of its on-highway friction and brake shoe business.  During the first quarter of 2009, the Company made the decision to exit, rather than sell, the on-highway friction and brake shoe business and dispose of the assets as part of a planned dissolution.
 
In the second quarter of 2007, the Company announced plans to exit the custom thermoset products molding operation (“thermoset molding operation”). The disposition of the thermoset molding operation was completed in 2008.
 
Total assets held for sale were as follows:

 	 	March 31,	 	December 31,	 	
In millions	 	2010	 	2009	 	
Assets held for sale:	 	 	 	 	 	
On-highway friction and brake shoe business	 	$	0.3	 	$	0.3	 	
Thermoset molding operation	 	1.6	 	1.6	 	
Total assets held for sale	 	$	1.9	 	$	1.9	 	
 
The major classes of assets held for sale included in the Company’s Consolidated Balance Sheets were as follows:

 	 	March 31,	 	December 31,	 	
In millions	 	2010	 	2009	 	
Assets held for sale:	 	 	 	 	 	
Property, plant and equipment, net	 	$	1.9	 	$	1.9	 	
Total non-current assets held for sale	 	1.9	 	1.9	 	
Total assets held for sale	 	$	1.9	 	$	1.9	 	
 
8 

 
Net sales and income (loss) before income taxes from discontinued operations were as follows:

 	 	Three Months Ended March 31,	 	
In millions	 	2010	 	2009	 	
Net sales:	 	 	 	 	 	
Refrigerated truck bodies business	 	$	4.6	 	$	11.7	 	
On-highway friction and brake shoe business	 	—	 	10.0	 	
Net sales from discontinued operations	 	$	4.6	 	$	21.7	 	
 	 	 	 	 	 	
Income (loss) from discontinued operations:	 	 	 	 	 	
Refrigerated truck bodies business	 	$	0.3	 	$	1.1	 	
On-highway friction and brake shoe business	 	1.8	 	(9.7	)	
Thermoset molding operation	 	—	 	(0.1	)	
Automotive components	 	(0.1	)	(0.1	)	
Systems and equipment	 	(0.1	)	0.9	 	
Income (loss) before income taxes from discontinued operations	 	$	1.9	 	$	(7.9	)	
 
Results of the on-highway friction and brake shoe business for the three months ended March 31, 2010 included a $2.1 million pretax gain on the sale of property.
 
Results for the three months ended March 31, 2009 included $6.0 million of pre-tax expenses related to the planned disposition of the on-highway friction and brake shoe business, including an inventory write-down of $3.4 million, property, plant and equipment impairment costs of $0.8 million and severance costs of $1.8 million.
 
Note 10 — Inventories
 
The Company is a diversified manufacturing entity comprised of multiple domestic and foreign operations manufacturing different products.  The First-in, First-out (“FIFO”) method was used to value inventories.
 
The components of inventories as of March 31, 2010 and December 31, 2009 were as follows:

 	 	March 31,	 	December 31,	 	
In millions	 	2010	 	2009	 	
Finished goods	 	$	205.6	 	$	205.9	 	
Work-in-process	 	31.6	 	29.3	 	
Raw materials	 	120.6	 	120.5	 	
Reserves and variances - net	 	(8.8	)	(9.9	)	
Inventories	 	$	349.0	 	$	345.8	 	
 
9 

 
Note 11 — Goodwill and Other Intangible Assets
 
The changes in the carrying amount of goodwill for the three months ended March 31, 2010 were as follows:

 	 	Construction	 	Engineered	 	Interconnect	 	FoodService	 	Specialty	 	Disc.	 	 	 	
In millions	 	Materials	 	Trans. Solutions	 	Technologies	 	Products	 	Products	 	Ops	 	Total	 	
Balance at January 1, 2010 *	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Goodwill	 	$	86.7	 	$	170.5	 	$	188.9	 	$	60.4	 	$	20.4	 	$	38.2	 	$	565.1	 	
Accumulated impairment losses	 	—	 	(55.5	)	—	 	—	 	(20.4	)	(27.0	)	(102.9	)	
 	 	86.7	 	115.0	 	188.9	 	60.4	 	—	 	11.2	 	462.2	 	
Goodwill written off related to sale of Business Unit	 	—	 	—	 	—	 	—	 	—	 	(11.2	)	(11.2	)	
Currency translation	 	(0.4	)	—	 	—	 	—	 	—	 	—	 	(0.4	)	
Goodwill	 	86.3	 	170.5	 	188.9	 	60.4	 	20.4	 	27.0	 	553.5	 	
Accumulated impairment losses	 	—	 	(55.5	)	—	 	—	 	(20.4	)	(27.0	)	(102.9	)	
Balance at March 31, 2010	 	$	86.3	 	$	115.0	 	$	188.9	 	$	60.4	 	$	—	 	$	—	 	$	450.6	 	

* January 1, 2010 figures have been restated to reflect the reclassification of the refrigerated truck bodies business to discontinued operations.
 
The Company’s other intangible assets at March 31, 2010 were as follows:

 	 	Acquired	 	Accumulated	 	Net Book	 	
In millions	 	Cost	 	Amortization	 	Value	 	
Assets subject to amortization:	 	 	 	 	 	 	 	
Patents	 	$	9.0	 	$	(7.8	)	$	1.2	 	
Customer Relationships	 	147.3	 	(25.6	)	121.7	 	
Other	 	20.3	 	(4.3	)	16.0	 	
Assets not subject to amortization:	 	 	 	 	 	 	 	
Trade names	 	20.9	 	—	 	20.9	 	
Other intangible assets, net	 	$	197.5	 	$	(37.7	)	$	159.8	 	
 
Estimated amortization expense for the remainder of 2010 and the next four years is as follows: $9.1 million remaining in 2010, $11.6 million in 2011, $10.4 million in 2012, $9.4 million in 2013 and $9.1 million in 2014.
 
The net book value of the Company’s Other intangible assets by reportable segment are as follows:

 	 	March 31,	 	December, 31	 	
In millions	 	2010	 	2009	 	
Construction Materials	 	$	17.3	 	$	17.5	 	
Engineered Transportation Solutions	 	6.0	 	6.7	 	
Interconnect Technologies	 	93.3	 	94.7	 	
FoodService Products	 	43.2	 	44.0	 	
Total	 	$	159.8	 	$	162.9	 	
 
10 

 
Note 12 — Retirement Plans and Other Post-retirement Benefits
 
Components of net periodic benefit cost were as follows:

 	 	Pension Benefits	 	Post-retirement Benefits	 	
 	 	Three Months Ended	 	Three Months Ended	 	
 	 	March 31,	 	March 31,	 	
In millions	 	2010	 	2009	 	2010	 	2009	 	
Service costs - benefits earned during the quarter	 	$	1.4	 	$	1.2	 	$	—	 	$	—	 	
Interest cost on benefits earned in prior years	 	2.3	 	2.6	 	0.1	 	0.1	 	
Expected return on plan assets	 	(3.2	)	(3.1	)	—	 	—	 	
Amortization of:	 	 	 	 	 	 	 	 	 	
Unrecognized net actuarial loss	 	0.6	 	0.3	 	—	 	—	 	
Net periodic benefit costs	 	$	1.1	 	$	1.0	 	$	0.1	 	$	0.1	 	
 
The Company made no contributions to the pension plans during the quarter ended March 31, 2010.  However, the Company expects to contribute approximately $4.0 million to the pension plans in 2010.
 
The Company maintains defined contribution plans to which it has contributed $2.6 million during the quarter ended March 31, 2010. Full year contributions are expected to approximate $10.4 million.
 
Note 13 — Other Long-Term Liabilities
 
The components of other long-term liabilities were as follows:

 	 	March 31,	 	December 31,	 	
In millions	 	2010	 	2009	 	
Deferred taxes and other tax liabilities	 	$	106.6	 	$	103.2	 	
Pension and other post-retirement obligations	 	17.4	 	16.8	 	
Long-term warranty obligations	 	1.0	 	1.4	 	
Other	 	3.5	 	3.7	 	
Other long-term liabilities	 	$	128.5	 	$	125.1	 	
 
Note 14 — Commitments and Contingencies
 
Extended Product Warranties
 
The Company offers various warranty programs on its installed roofing systems, braking products, truck trailers and foodservice equipment. The change in the Company’s aggregate product warranty liabilities were as follows:

 	 	March 31,	 	
In millions	 	2010	 	2009	 	
Beginning reserve	 	$	7.3	 	$	7.2	 	
Liabilities disposed of by sale	 	(0.6	)	—	 	
Current year provision	 	2.7	 	3.0	 	
Current year claims	 	(2.7	)	(2.8	)	
Ending reserve	 	$	6.7	 	$	7.4	 	
 
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The amount of extended product warranty revenues recognized was $3.8 million for both of the three months ended March 31, 2010 and 2009.
 
ETS U.S. Customs Matter
 
The Company received written correspondence from the U. S. Immigration and Customs Enforcement Office of Investigations (“ICE”) dated March 11, 2010 indicating that it initiated an investigation relating to the classification of certain rubber tires imported by its tire and wheel operation within the Engineered Transportation Solutions segment since 2004.  The Company has responded to ICE’s inquiry and continues to fully cooperate with ICE in responding to requests for additional information.  The Company has been separately working with U. S. Customs and Border Protection on this matter since late 2009 to properly classify its products.
 
At this time, the Company cannot predict or determine the outcome of this matter or reasonably estimate the amount of additional duties and/or civil or criminal fines or penalties, if any, owed as a result of this investigation.  In the opinion of management, the ultimate outcome of such actions will not have a material adverse effect on the consolidated financial position of the Company, but may have a material impact on the Company’s results of operations and cash flows for a particular period.
 
Note 15 - Segment Information
 
The Company manages and reports its results under the following segments:
 
·                   Construction Materials: the “construction materials” business;
·                   Engineered Transportation Solutions:   the “tire and wheel”, “industrial brake and friction”, and “power transmission belt” product lines;
·                   Interconnect Technologies:   the “interconnect technologies” business;
·                   Foodservice Products: the “foodservice products” business; and
·                   Specialty Products:   the “specialty trailer” business
 
12 

 
Sales, EBIT, and assets of continuing operations by reportable segment are included in the following summary:

Three Months Ended March 31,	 	2010	 	2009 (2)	 	
In millions	 	Sales(1)	 	EBIT	 	Assets	 	Sales(1)	 	EBIT	 	Assets	 	
Construction Materials	 	$	216.5	 	$	19.3	 	$	569.9	 	$	207.6	 	$	5.4	 	617.4	 	
Engineered Transportation Solutions	 	212.1	 	13.6	 	614.0	 	204.0	 	16.2	 	635.3	 	
Interconnect Technologies	 	61.9	 	7.8	 	396.9	 	43.9	 	4.0	 	321.9	 	
FoodService Products	 	56.8	 	6.5	 	214.9	 	58.7	 	4.1	 	231.5	 	
Specialty Products	 	14.7	 	(0.2	)	34.2	 	17.1	 	(2.6	)	54.0	 	
Total Segments	 	562.0	 	47.0	 	1,829.9	 	531.3	 	27.1	 	1,860.1	 	
Corporate	 	—	 	(8.4	)	106.4	 	—	 	(7.7	)	114.0	 	
Total	 	$	562.0	 	$	38.6	 	$	1,936.3	 	$	531.3	 	$	19.4	 	$	1,974.1	 	

(1) Excludes intersegment sales
(2) Prior year information has been revised as discussed in Note 2 to the Unaudited Consolidated Financial Statements
 
A reconciliation of assets reported above to total assets as presented on the Company’s Consolidated Balance Sheets is as follows:

 	 	March 31,	 	
 	 	2010	 	
Assets per table above	 	$	1,936.3	 	
Assets held for sale of discontinued operations	 	1.9	 	
Total Assets per Consolidated Balance Sheet	 	$	1,938.2	 	
 
Note 16 - Income Taxes
 
The effective income tax rate on continuing operations for the three months ended March 31, 2010 was 37.3% compared to an effective income tax rate of 34.1% for the three months ended March 31, 2009.  The increase in the effective income tax rate during the first three months is primarily attributable to a prior year adjustment accounted for under a discrete basis in the first quarter of 2010.
 
Note 17 - Earnings Per Share
 
The following reflects the Income from continuing operations and share data used in the basic and diluted earnings per share computations using the two-class method:
 
13 

 

 	 	Three Months Ended	 	
 	 	March 31,	 	
In millions, except share and per share amounts	 	2010	 	2009	 	
 	 	 	 	 	 	
Numerator:	 	 	 	 	 	
 	 	 	 	 	 	
Income from continuing operations	 	$	23.0	 	$	11.0	 	
Less: dividends declared - common stock outstanding, unvested restricted shares and restricted share units	 	(9.8	)	(9.5	)	
Undistributed earnings	 	13.2	 	1.5	 	
Percent allocated to common shareholders (1)	 	98.9	%	98.8	%	
 	 	13.0	 	1.5	 	
Add: dividends declared - common stock	 	9.8	 	9.4	 	
Numerator for basic and diluted EPS	 	$	22.8	 	$	10.9	 	
 	 	 	 	 	 	
Denominator (in thousands):	 	 	 	 	 	
Denominator for basic EPS: weighted-average common shares outstanding	 	60,706	 	60,568	 	
Effect of dilutive securities:	 	 	 	 	 	
Performance awards	 	102	 	—	 	
Stock options	 	704	 	348	 	
Denominator for diluted EPS: adjusted weighted average common shares outstanding and assumed conversion	 	61,512	 	60,916	 	
 	 	 	 	 	 	
Per share income from continuing operations:	 	 	 	 	 	
Basic	 	$	0.38	 	$	0.18	 	
Diluted	 	$	0.37	 	$	0.18	 	

(1) Basic weighted-average common shares outstanding	 	60,706	 	60,568	 	
Basic weighted-average common shares outstanding, unvested restricted shares expected to vest and restricted share units	 	61,412	 	61,279	 	
Percent allocated to common shareholders	 	98.9	%	98.8	%	
 
To calculate earnings per share for the Income (loss) from discontinued operations and for Net income, the denominator for both basic and diluted earnings per share is the same as used in the above table.  The Income (loss) from discontinued operations and Net income were as follows:

 	 	Three Months Ended	 	
 	 	March 31,	 	
In millions	 	2010	 	2009	 	
 	 	 	 	 	 	
Income (loss) from discontinued operations attributable to common shareholders for basic and diluted earnings per share	 	$	1.2	 	$	(4.4	)	
 	 	 	 	 	 	
Net income attributable to common shareholders for basic and diluted earnings per share	 	$	24.0	 	$	6.5	 	
 
14 

 
Note 18 - Comprehensive Income
 
Total comprehensive income consisted of the following:

 	 	Three Months Ended	 	
 	 	March 31,	 	
In millions	 	2010	 	2009	 	
 	 	 	 	 	 	
Net income	 	$	24.3	 	$	6.6	 	
Other comprehensive (loss) income:	 	 	 	 	 	
Foreign currency translation, net of tax	 	(2.3	)	(1.8	)	
Minimum pension liability, net of tax	 	0.4	 	0.2	 	
Loss on hedging activities, net of tax	 	(0.1	)	(0.1	)	
Other comprehensive (loss) income	 	(2.0	)	(1.7	)	
Comprehensive income	 	$	22.3	 	$	4.9	 	
 
Loss on hedging activities, net of tax included in other comprehensive (loss) income for the three months ended March 31, 2010 represented the amortization of a $5.6 million ($3.5 million, net of tax) gain in Accumulated other comprehensive loss resulting from the termination of treasury lock contracts on August 15, 2006.  At March 31, 2010, the Company had a remaining unamortized gain of $3.6 million ($2.2 million, net of tax) which is reflected in Accumulated other comprehensive loss on the Company’s Consolidated Balance Sheets. Approximately $0.4 million ($0.3 million, net of tax) is expected to be amortized to reduce Interest expense, net during the remainder of 2010.
 
Note 19 - Exit and Disposal Activities
 
The following table represents the effect of exit and disposal activities related to continuing operations on the Company’s Consolidated Statements of Earnings for the three months ended March 31, for 2010 and 2009, respectively:

 	 	Three Months Ended March 31,	 	
In millions	 	2010	 	2009	 	
Cost of goods sold	 	$	2.8	 	$	0.3	 	
Selling and administrative expenses	 	—	 	0.5	 	
Research and development expenses	 	0.1	 	—	 	
Other operating expense	 	—	 	2.9	 	
Total exit and disposal costs	 	$	2.9	 	$	3.7	 	
 
Exit and disposal activities by type of charge were as follows:

 	 	Three Months Ended March 31,	 	
In millions	 	2010	 	2009	 	
Termination benefits	 	$	1.9	 	$	0.2	 	
Contract termination costs	 	—	 	0.4	 	
Fixed asset impairment	 	—	 	2.9	 	
Other associated costs	 	1.0	 	0.2	 	
Total exit and disposal costs	 	$	2.9	 	$	3.7	 	
 
15 

 
Exit and disposal accrual activities for the quarter ended March 31, 2010 were as follows:

In millions	 	Severance
Costs	 	Contract
Termination
Costs	 	Other
Associated
Costs	 	Total	 	
Balance at December 31, 2009	 	$	3.5	 	$	0.2	 	$	2.2	 	$	5.9	 	
2010 charges to expense and adjustments	 	1.9	 	—	 	1.0	 	2.9	 	
2010 usage	 	(0.2	)	(0.2	)	(2.2	)	(2.6	)	
Balance at March 31, 2010	 	$	5.2	 	$	—	 	$	1.0	 	$	6.2	 	
 
Exit and disposal activities by segment were as follows:

 	 	Three Months Ended March 31,	 	
In millions	 	2010	 	2009	 	
Total by segment	 	 	 	 	 	
Engineered Transportation Solutions	 	$	2.3	 	$	3.7	 	
Interconnect Technologies	 	0.6	 	—	 	
Total exit and disposal costs	 	$	2.9	 	$	3.7	 	
 
Engineered Transportation Solutions — During the first three months of 2010, the Company had two consolidation projects underway within the Engineered Transportation Solutions segment in its continuing efforts to reduce costs and streamline its operations.  Descriptions of these projects are set forth below:
 
·                   In the third quarter of 2009, the Company announced plans to consolidate its tire manufacturing operations in Heflin, AL, Carlisle, PA, and portions of Buji, China into a new facility in Jackson, TN purchased in the third quarter of 2009. The consolidation of the tire manufacturing operations into Jackson, TN is expected to be substantially completed by the end of 2010.
 
·                   In the fourth quarter of 2009, the Company announced plans to close its friction product manufacturing facility in Logansport, IN and to consolidate operations into its locations in Hangzhou, China and Bloomington, IN.  This consolidation is expected to be completed in the third quarter of 2010.
 
The Company expects the total cost of these consolidation projects will be approximately $26.4 million, of which $10.9 million has been incurred through March 31, 2010, and $15.5 million is expected to be incurred in the remainder of 2010. The Company recorded $2.3 million of expense during the first quarter 2010 primarily consisting of employee termination costs and other relocation costs. Amounts expected to be incurred in the remainder of 2010 primarily relate to employee termination and other costs associated with the relocation of employees and equipment.
 
Included in Accrued expenses at March 31, 2010 was $5.4 million related to unpaid severance, moving and relocation and other costs for the above projects as well as other consolidation projects completed in 2009.
 
During the three months ended March 31, 2009, the Company recorded $3.7 million in exit and disposal costs, including $2.9 million in fixed asset impairment charges, primarily related to consolidation of its tire manufacturing operations in China completed in 2009.
 
16 

 
Interconnect Technologies — In the fourth quarter of 2009, in efforts to reduce costs and streamline operations, the Company announced that it would consolidate its Vancouver, WA facility into its facilities in Long Beach, CA, Tukwila, WA, and Dongguan, China and close its Vancouver facility. This consolidation is expected to be completed by the third quarter of 2010.
 
The Company expects the total cost of this consolidation project will be approximately $4.6 million, of which $3.7 million has been incurred through March 31, 2010, and $0.9 million is expected to be incurred in the remainder of 2010. The Company recorded $0.6 million of expense during the first quarter 2010 primarily consisting of employee termination costs and other relocation costs. Amounts expected to be incurred in the remainder of 2010 relate primarily to employee termination, lease termination and other costs associated with the relocation of employees and equipment.
 
As of March 31, 2010, a $0.5 million liability exists for unpaid exit and disposal costs related to the consolidation of the Vancouver, WA facility.
 
17 

 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Executive Overview
 
Carlisle Companies Incorporated (“Carlisle”, the “Company”, “we” or “our”) is a diversified manufacturing company focused on achieving profitable growth internally through new product development and product line extensions, and externally through acquisitions that complement the Company’s existing technologies, products and market channels.  Carlisle manages its businesses under the following segments:
 
·                   Construction Materials: the “construction materials” business;
·                   Engineered Transportation Solutions: the “engineered transportation solutions” business, combining the “tire and wheel” product line, the “off-highway braking” product line and the “power transmission belt” product line;
·                   Interconnect Technologies: the “interconnect technologies” business;
·                   FoodService Products: the “foodservice products” business; and
·                   Specialty Products: the “specialty trailer” business.
 
While Carlisle has offshore manufacturing operations, the markets served by the Company are primarily in North America. Management focuses on maintaining a strong and flexible balance sheet, year-over-year improvement in sales, earnings before interest and income taxes (“EBIT”) margins and earnings, globalization, generating strong free cash flow from operations, and decreasing working capital as a percentage of sales.  Resources are allocated among the operating companies based on management’s assessment of their ability to obtain leadership positions and competitive advantages in the markets they serve.
 
During 2008, the Company began the implementation of the Carlisle Operating System, a manufacturing structure and strategy deployment system based on lean enterprise and six sigma principles.  The purpose of the Carlisle Operating System is to eliminate waste in all production and business processes, improve manufacturing efficiencies to increase productivity, and to increase EBIT margins and improve cash conversion.
 
For a more in-depth discussion of the results discussed in this “Executive Overview”, please refer to the discussion on “Financial Reporting Segments” presented later in “Management’s Discussion and Analysis”.
 
Net sales of $562.0 million for the three months ended March 31, 2010 represented a 5.8% increase from net sales of $531.3 million during the three months ended March 31, 2009.  Acquisitions in the Interconnect Technologies and Engineered Transportation Solutions segments contributed $16.2 million of additional sales in the current quarter as compared to the three months ended March 31, 2009.   Organic sales (defined as net sales excluding the impact of acquisitions and divestitures within the last twelve months as well as the impact of changes in foreign exchange rates) increased by 1.9% from the first quarter of the prior year, as a result of higher demand net of selling price decreases in the Construction Materials, Engineered Transportation Solutions and Interconnect Technologies segments.  The impact of foreign currency exchange rates on net sales was an increase of less than 1% in the first quarter of 2010.
 
EBIT in the first quarter of 2010 was $38.6 million, a 99% increase as compared to EBIT of $19.4 million reported in the first quarter of 2009.  With the exception of the Engineered Transportation Solutions segment, EBIT improved in all segments, primarily reflecting lower raw material costs, higher sales
 
18 

 
volumes and efficiencies gained through the Carlisle Operating System, partially offset by selling price reductions.
 
The Company’s effective tax rate for continuing operations of 37.3% for the first quarter 2010 compared to an effective tax rate of 34.1% for the first quarter 2009. The Company’s effective tax rate may vary from the statutory rate within the United States of 35% due primarily to the deduction attributable to U.S. production activities, state tax requirements, earnings in foreign jurisdictions taxed at rates different from the statutory U.S. federal rate, and tax credits.  Starting in 2010, the Company is subject to higher tax requirements for certain of its operations in China.
 
Income from continuing operations, net of tax was $23.0 million, or $0.37 per diluted share, for the three months ended March 31, 2010 and represented a 109% increase compared to income from continuing operations of $11.0 million, or $0.18 per diluted share, for the same period in 2009.
 
Sales and Earnings
 
Consolidated Results of Continuing and Discontinued Operations
 
Net sales of $562.0 million for the three months ended March 31, 2010 represented a 5.8% increase from net sales of $531.3 million during the three months ended March 31, 2009.  Acquisitions in the Interconnect Technologies and Engineered Transportation Solutions segments contributed $16.2 million of additional sales in the current quarter as compared to the three months ended March 31, 2009.   Organic sales increased by 1.9% from the first quarter of the prior year, reflecting a 6.5% increase due to higher volumes of products sold resulting from higher demand, partially offset by a 4.6% decrease due to selling price decreases primarily in the Construction Materials, Engineered Transportation Solutions and Interconnect Technologies segments.  The impact of foreign currency exchange rates on net sales was an increase of less than 1% in the first quarter of 2010.
 
Cost of goods sold of $448.4 million for the quarter ended March 31, 2010 increased $9.6 million, or 2.2% from $438.8 million in the first quarter of 2009, on an increase in net sales of 5.8%.  The increase in cost of goods sold was primarily attributable to costs of goods sold from acquisitions of $11.9 million, which was partially offset by lower raw material costs as compared to the first quarter 2009, which was impacted by higher raw material costs.
 
Gross margin (net sales less cost of goods sold expressed as a percent of net sales) increased from 17.4% in the first quarter of 2009 to 20.2% in the first quarter of 2010. The primary reasons for the margin improvement were lower raw material costs and efficiency gains from the Carlisle Operating System.
 
Selling and administrative expenses of $72.3 million for the quarter ended March 31, 2010 compared to expenses of $69.1 million for the quarter ended March 31, 2009, a 4.6% increase on higher net sales of 5.8%.  Selling and administrative expenses in the first quarter 2010 included $3.4 million of expenses from acquisitions in the Interconnect Technologies and Engineered Transportation Solutions segments.  As a percent of net sales, selling and administrative expenses were 12.9% and 13.0% for the three month periods ended March 31, 2010 and March 31, 2009, respectively.
 
Gain related to fire settlement of $2.5 million for the quarter ended March 31, 2009 reflects insurance recoveries on inventory less associated losses resulting from a fire which destroyed the Company’s tire manufacturing facility in Bowden, GA in November, 2008.
 
Other income, net of $1.8 million for the quarter ended March 31, 2010 compared to Other expense, net of $2.1 million for the quarter ended March 31, 2009.  Results for 2010 include a $1.1 million pre-tax gain in
 
19 

 
the Specialty Products segment on the sale of its plant in Brookville, PA, which was closed in 2009.  Results for 2009 include $2.9 million in asset impairment charges related to plant restructuring in the Engineered Transportation Solutions segment.
 
EBIT in the first quarter of 2010 was $38.6 million, a 99% increase from EBIT of $19.4 million reported in the first quarter of 2009.  With the exception of the Engineered Transportation Solutions segment, EBIT improved in all segments, primarily reflecting lower raw material costs, higher sales volumes and efficiencies gained through the Carlisle Operating System, partially offset by selling price reductions.  Costs related to plant consolidations in the first quarter 2010 of $2.9 million compared to plant consolidation costs of $3.7 million in the same period in 2009. As a percent of sales, EBIT was 6.9% in the first quarter of 2010, up from 3.7% in the first quarter of 2009.
 
Income from continuing operations, net of tax was $23.0 million, or $0.37 per diluted share, for the three months ended March 31, 2010, up 109% compared to income from continuing operations of $11.0 million, or $0.18 per diluted share for the same period in 2009.
 
Income from discontinued operations, net of tax, for the three months ended March 31, 2010 of $1.3 million compared to a loss from discontinued operations, net of tax, of $4.4 million for the same period in 2009.   During the first quarter of 2010, the Company recognized an after-tax gain of $1.3 million on the sale of real estate from its former on-highway friction and brake shoe business.  In the first quarter of 2010, the Company also sold its interest in the refrigerated truck bodies business for approximately book value.  During the first quarter of 2009, the Company made the decision to exit the on-highway friction and brake shoe business and incurred an after-tax loss of $3.7 million related to the dissolution of this business.
 
Net income of $24.3 million, or $0.39 per diluted share, for the quarter ended March 31, 2010 compared to net income of $6.6 million, or $0.11 per diluted share, for the quarter ended March 31, 2009.
 
Acquisitions
 
On October 1, 2009, the Company acquired the remaining 51% interest in Japan Power Brake, Inc. (“JPB”), a leading provider of high performance braking solutions for off-highway equipment, primarily in the mining and construction industries in Japan for a purchase price of approximately $4.2 million. JPB is located in Atsugi, Japan and is under the management direction of the Engineered Transportation Solutions segment.
 
On October 1, 2009, the Company acquired 100% of the equity of Electronic Cable Specialists (“ECS”), a leading provider of electrical and structural products and services for the aviation, medical and industrial markets, for a purchase price of approximately $42.4 million. ECS is located in Franklin, WI and is under the management direction of the Interconnect Technologies segment.
 
On September 18, 2009, the Company acquired the assets of Jerrik, Inc. (“Jerrik”), a recognized leader in the design and manufacture of highly engineered military and aerospace filter connections, for a purchase price of approximately $33 million.  Jerrik is located in Tempe, AZ and is under the management direction of the Interconnect Technologies segment.
 
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Financial Reporting Segments
 
The following table summarizes segment net sales and EBIT.  The amounts for each segment should be referred to in conjunction with the applicable discussion below.

In millions,	 	Three Months Ended	 	Increase	 	
except percentages	 	March 31,	 	(Decrease)	 	
 	 	2010	 	2009	 	Amount	 	Percent	 	
Net Sales	 	 	 	 	 	 	 	 	 	
Construction Materials	 	$	216.5	 	$	207.6	 	$	8.9	 	4	%	
Engineered Transportation Solutions	 	212.1	 	204.0	 	8.1	 	4	%	
Interconnect Technologies	 	61.9	 	43.9	 	18.0	 	41	%	
FoodService Products	 	56.8	 	58.7	 	(1.9	)	-3	%	
Specialty Products	 	14.7	 	17.1	 	(2.4	)	-14	%	
 	 	$	562.0	 	$	531.3	 	$	30.7	 	6	%	
 	 	 	 	 	 	 	 	 	 	
Earnings Before Interest and Income Taxes	 	 	 	 	 	 	 	 	 	
Construction Materials	 	$	19.3	 	$	5.4	 	$	13.9	 	257	%	
Engineered Transportation Solutions	 	13.6	 	16.2	 	(2.6	)	-16	%	
Interconnect Technologies	 	7.8	 	4.0	 	3.8	 	95	%	
FoodService Products	 	6.5	 	4.1	 	2.4	 	59	%	
Specialty Products	 	(0.2	)	(2.6	)	2.4	 	92	%	
Total Segment EBIT	 	47.0	 	27.1	 	19.9	 	73	%	
Corporate	 	(8.4	)	(7.7	)	(0.7	)	-9	%	
Total	 	$	38.6	 	$	19.4	 	$	19.2	 	99	%	
 
Construction Materials
 
Net sales in the Construction Materials segment during the first quarter 2010 increased 4.3% to $216.5 million from $207.6 million during the same period of the prior year. The improvement in sales was due primarily to an 11.5% increase in the volume of products sold reflecting higher demand in the Company’s commercial reroofing and international markets, which was partially offset by selling price decreases of 7.3% and lower demand in the insulation product line.
 
Segment EBIT during the first quarter 2010 was $19.3 million compared to $5.4 million in the first quarter 2009, an increase of 257%.  EBIT margins (EBIT expressed as percentage of net sales) increased from 2.6% in 2009 to 8.9% in the current year. The improvement was attributable to lower raw material costs as compared to the first quarter of 2009. EBIT improvement was also attributable to higher sales volume, reduced operating costs and efficiency gains from the Carlisle Operating System, and improved overhead absorption resulting from higher production levels. Partially offsetting the favorable impact of these items in the first quarter of 2010 was a 7.3% decrease in selling prices as compared to the first quarter of 2009.
 
Net sales and EBIT are generally higher for this segment in the second and third quarters of the year due to increased construction activity during these periods. The Company has seen recent improvement in demand in the reroofing market, but continues to face many uncertainties in the coming year, including those regarding the economic recovery and the continued lack of financing for new construction, which could
 
21 

 
impede improvement in demand.  In addition, recent trends indicate raw material costs could continue to escalate, and while the Company will attempt to recover these additional costs through price increases or surcharges, the success of those actions is unknown.
 
Engineered Transportation Solutions
 
Net sales in the Engineered Transportation Solutions segment during the first quarter 2010 of $212.1 million increased by 4.0% from net sales of $204.0 million in the first quarter of 2009.  A 3.4% decrease in selling prices was offset by a 5.0% increase in the volume of product sold.  Sales from the acquisition of Japan Power Brake contributed $1.5 million to net sales in the first quarter of 2010.  Higher volumes in the power-transmission belt products line, and higher volumes of high-speed trailer and power-sports products sold through the replacement market, were offset by lower sales volumes in the outdoor power equipment market.
 
Segment EBIT during the first quarter 2010 declined by 16% to $13.6 million from income of $16.2 million in the first quarter of 2009.  EBIT margin fell to 6.4% in the first quarter of 2010, down from 7.9% in the first quarter of 2009.   The decrease in EBIT margin in 2010 was primarily due to reduced selling prices which were lowered in 2009 in response to competitive pricing actions.  Plant restructuring expenses in the first quarter of 2010 of $2.3 million compared to restructuring expenses of $3.7 million in 2009.
 
EBIT margin in the first quarter of 2009 was favorably impacted by a $2.5 million gain from insurance recoveries that was the result of insurance recoveries related to a fire at the Company’s facility in Bowdon, GA, which occurred in November 2008. For more information see Note 4 to the Unaudited Consolidated Financial Statements.
 
During the first three months of 2010, the Company had two consolidation projects underway within the Engineered Transportation Solutions segment in its continuing efforts to reduce costs and streamline its operations.  Descriptions of these projects are set forth below:
 
·                   In the third quarter of 2009, the Company announced plans to consolidate its tire manufacturing operations in Heflin, AL, Carlisle, PA, and portions of Buji, China into a new facility in Jackson, TN that was purchased in the third quarter of 2009. The consolidation of the tire manufacturing operations into Jackson, TN is expected to be substantially completed by the end of 2010.
 
·                   In the fourth quarter of 2009, the Company announced plans to close its friction product manufacturing facility in Logansport, IN and to consolidate operations into its locations in Hangzhou, China and Bloomington, IN.  This consolidation is expected to be completed in the third quarter of 2010.
 
The Company expects the total cost of these consolidation projects will be approximately $26.4 million, of which $10.9 million has been incurred through March 31, 2010, and $15.5 million is expected to be incurred in the remainder of 2010. The Company recorded $2.3 million of expense during the first quarter 2010 primarily consisting of employee termination costs and other relocation costs. Amounts expected to be incurred in the remainder of 2010 primarily relate to employee termination and other costs associated with the relocation of employees and equipment.
 
Cost savings related to these consolidations, primarily resulting from the reduction of operating costs, are expected to approximate $20 million per year by 2012. An estimated $3 million is expected to be realized in 2010, and an additional $8 million is expected to be realized in 2011.
 
Net sales and EBIT are generally higher in the first half of the year due to peak sales volumes in the outdoor power equipment market.  Recent trends indicate a significant rise in the costs of the Company’s key raw materials, most notably synthetic rubber, natural rubber, and hot rolled steel sheet.  While the
 
22 

 
Company plans to increase prices to offset the impact of higher raw material costs, it is unknown to what extent these pricing actions will hold.
 
The restructuring activities within the tire and wheel business to consolidate manufacturing facilities and to start-up a manufacturing facility in Jackson, TN could cause disruptions to customers and employee dissatisfaction. The Company could also be negatively impacted by cost and availability of shipping channels and the amount of time required to ship product manufactured in China.
 
In addition, the Company could be negatively impacted by the U.S Customs Matter described in Note 14 of the Notes to the Unaudited Consolidated Financial Statements in Item 1.
 
Interconnect Technologies
 
Net sales in the Interconnect Technologies segment during the first quarter 2010 increased 41% to $61.9 million from $43.9 million in the first quarter of 2009.  The acquisitions of Jerrik and ECS contributed $14.7 million, or 33%, in net sales in the current quarter.  Organic sales increased by 7.5% in the first three months of 2010, primarily on higher sales in the aerospace market, which grew 16% in the current-year quarter reflecting increased activity relating to the Boeing 787 program.  The increase within the aerospace market was partially offset by a 25% sales decline in the test and measurement market reflecting lower sales volumes due to soft demand.
 
Segment EBIT during the first quarter 2010 increased 95% to $7.8 million from $4.0 million in the first quarter of 2009. EBIT margins increased from 9.1% in the first quarter of 2009 to 12.6% in the first quarter of 2010. The improvement in EBIT margin was primarily due to higher sales volume and efficiencies gained through the Carlisle Operating System.
 
In the fourth quarter of 2009, in efforts to reduce costs and streamline operations, the Company announced that it would consolidate its Vancouver, WA facility into its facilities in Long Beach, CA, Tukwila, WA, and Dongguan, China and close its Vancouver facility. This consolidation is expected to be completed by the third quarter of 2010.
 
The Company expects the total cost of this consolidation project will be approximately $4.6 million, of which $3.7 million has been incurred through March 31, 2010, and $0.9 million is expected to be incurred in the remainder of 2010. The Company recorded $0.6 million of expense during the first quarter 2010 primarily consisting of employee termination costs and other relocation costs. Amounts expected to be incurred in the remainder of 2010 relate primarily to employee termination, lease termination and other costs associated with the relocation of employees and equipment.
 
Cost savings related to these consolidations, primarily resulting from the reduction of operating costs, are expected to approximate $3.2 million per year, of which an estimated $1.9 million will be realized in 2010.
 
With the acquisitions of Jerrik and ECS, ramp-up of the Boeing 787 program and growth prospects of the markets served by this segment, the long-term outlook for this segment remain favorable. However, potential cancelations in new airplane manufacturing schedules and the impact of potential defense budget cuts could negatively impact future growth opportunities.
 
FoodService Products
 
Net sales of $56.8 million for the three months ended March 31, 2010, decreased 3.2% as compared to net sales of $58.7 million in 2009.  Sales declines in the healthcare market, primarily reflecting lower
 
23 

 
rethermalization sales and the temporary loss of a supplier, were partially offset by increases in the foodservice and janitorial/sanitation product lines, on increased U.S. demand for supplies replacement and strengthening sales in international markets as the Company expands its distribution network in those markets.
 
Segment EBIT during the first quarter 2010 of $6.5 million represented an increase of 59% over prior year EBIT of $4.1 million. As a percent of sales, EBIT margins increased to 11.4% from 7.0% in 2009. The improvement in margins was due primarily to lower raw material costs, which partially reflected sourcing initiatives and efficiency gains from the Carlisle Operating System.
 
The foodservice products business is generally not subject to seasonal demand. Recent trends suggest demand in the foodservice and healthcare markets may be improving; however, a down-turn in economic conditions may negatively affect customer spending and demand in this segment. Additionally, there is uncertainty regarding raw materials prices, which could negatively impact EBIT in future periods.
 
Specialty Products
 
Net sales in the first quarter of 2010 declined 14% to $14.7 million from $17.1 million in the first quarter of 2009.  Reduced demand and price decreases in response to competitive quotes contributed to the year-over-year sales decline.  Lower units shipped in the first half of the quarter, reflecting reduced customer spending, were partially offset by an increase in units shipped in the last half of the quarter, primarily in the construction and material hauling product lines, reflecting increased activity throughout the industry.
 
Segment EBIT improved from a loss of $2.6 million in the first quarter of 2009 to a loss of $0.2 million in the first quarter of 2010.  The reduction in first quarter EBIT loss was primarily attributable to cost reduction efforts in response to lower sales volume and a $1.1 million pre-tax gain on the sale of the Company’s Brookville, PA plant, which was closed in 2009.
 
While recent trends indicate demand may be beginning to grow within the end markets served by this industry, lack of credit availability and existing trailer surplus could continue to negatively impact customer spending.  In addition, increased demand from end markets could result in increased steel prices.  The Company will attempt to offset any increase in the cost of its raw materials through price increases or surcharges.
 
The specialty trailer business is generally not subject to seasonal demand.
 
On February 2, 2010, the Company sold all of its interest in the refrigerated truck bodies business.  As a result of the sale, current year and prior year results for this business, which were previously reported within the Specialty Products segment, have been moved to Discontinued Operations.
 
Corporate expense
 
Corporate expense of $8.4 million for the first quarter of 2010 compared with $7.7 million for the first quarter 2009.  As a percent of net sales, corporate expenses were 1.5% in the first quarter of 2010, which compared to 1.4% in the first quarter of 2009.
 
24 

 
Liquidity and Capital Resources
 
Sources and Uses of Cash

 	 	Three Months Ended March 31,	 	
In millions	 	2010	 	2009	 	
Net cash (used in) provided by operating activities	 	$	(16.9	)	$	63.5	 	
Net cash provided by (used in) investing activities	 	17.0	 	(9.5	)	
Net cash used in financing activities	 	(9.3	)	(37.2	)	
Effect of exchange rate changes on cash	 	(0.5	)	(0.2	)	
Change in cash and cash equivalents	 	$	(9.7	)	$	16.6	 	
 
Net cash used in operating activities was $16.9 million for the three months ended March 31, 2010, compared to net cash provided by operating activities of $63.5 million for the three months ended March 31, 2009. Cash used for working capital and other assets and liabilities was $56.7 million for the three months ended March 31, 2010, which compared to cash provided of $39.0 million for the three months ended March 31, 2009.  The increase in cash used for working capital was primarily due to an increase in accounts receivable which reflected increased sales. The net usage of cash was partially offset by an improvement in net income to $24.3 million for the three months ended March 31, 2010 from $6.6 million for the three months ended March 31, 2009.
 
Cash provided by investing activities was $17.0 million for the three months ended March 31, 2010, compared to cash used of $9.5 million for the first three months of 2009. Capital expenditures were $8.4 million in the first three months of 2010 compared to capital expenditures of $10.3 million in the first three months of 2009. Proceeds from the sale of the refrigerated truck bodies business on February 2, 2010 were $20.3 million.
 
In the first quarter of 2009, activities commenced on the consolidation of three tire manufacturing operations into a new facility in Jackson, TN. Total cash expenditures associated with this project are expected to approximate $67 million, of which $48 million relate to the purchase of the facility and investment in equipment. The remainder will be used to cover relocation and severance costs. Through March 31, 2010, approximately $12 million of cash had been used.
 
Cash used by financing activities of $9.3 million for the three months ended March 31, 2010 primarily reflects the payment of dividends. Cash used by financing activities of $37.2 million for the three months ended March 31, 2009 included a reduction in borrowings under the revolving credit facility and securitization facility and the payment of dividends.
 
Debt Instruments, Guarantees and Covenants
 
At March 31, 2010 the Company had $466 million available under its $500 million revolving credit facility. The revolving credit facility provides for grid-based interest pricing based on the credit rating of the Company’s senior unsecured bank debt or other unsecured senior debt and the Company’s utilization of the facility. The facility requires the Company to meet various restrictive covenants and limitations including certain net worth, cash flow ratios and limits on outstanding debt balances held by certain subsidiaries.  The Company was in compliance with all covenants and limitations in 2010 and 2009.
 
The Company also maintains a $55 million uncommitted line of credit, all of which was available at March 31, 2010.
 
25 

 
New Accounting Pronouncements
 
There are currently no accounting standards that have been issued that will have a significant impact on the Company’s financial position, results of operations and cash flows upon adoption.
 
Forward-Looking Statements
 
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Such statements are made based on known events and circumstances at the time of publication, and as such, are subject in the future to unforeseen risks and uncertainties. It is possible that the Company’s future performance may differ materially from current expectations expressed in these forward-looking statements, due to a variety of factors such as: increasing price and product/service competition by foreign and domestic competitors, including new entrants; technological developments and changes; the ability to continue to introduce competitive new products and services on a timely, cost-effective basis; the Company’s mix of products/services; increases in raw material costs which cannot be recovered in product pricing; domestic and foreign governmental and public policy changes including environmental regulations; threats associated with and efforts to combat terrorism; protection and validity of patent and other intellectual property rights; the successful identification and integration of the Company’s strategic acquisitions; the cyclical nature of the Company’s businesses; and the outcome of pending and future litigation and governmental proceedings. In addition, such statements could be affected by general industry and market conditions and growth rates, and general domestic and international economic conditions including interest rate and currency exchange rate fluctuations. Further, any conflict in the international arena may adversely affect the general market conditions and the Company’s future performance. The Company undertakes no duty to update forward-looking statements.
 
26 

 
Item 3. Quantitative and Qualitative Disclosure about Market Risk
 
There have been no material changes in the Company’s market risk for the period ended March 31, 2010. For additional information, refer to Item 7A of the Company’s 2009 Annual Report on Form 10-K.
 
Item 4. Controls and Procedures
 
(a) Under the supervision and with the participation of the Company’s management, including the Company’s chief executive officer and chief financial officer, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation and as of March 31, 2010, the chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures are effective.
 
(b) There were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
27 

 
PART II.  OTHER INFORMATION
 
Item 1.                Legal Proceedings
 
ETS U.S. Customs Matter
 
The Company received written correspondence from the U. S. Immigration and Customs Enforcement Office of Investigations (“ICE”) dated March 11, 2010 indicating that it initiated an investigation relating to the classification of certain rubber tires imported by its tire and wheel operation within the Engineered Transportation Solutions segment since 2004.  The Company has responded to ICE’s inquiry and continues to fully cooperate with ICE in responding to requests for additional information.  The Company has been separately working with U. S. Customs and Border Protection on this matter since late 2009 to properly classify its products.
 
At this time, the Company cannot predict or determine the outcome of this matter or reasonably estimate the amount of additional duties and/or civil or criminal fines or penalties, if any, owed as a result of this investigation.  In the opinion of management, the ultimate outcome of such actions will not have a material adverse effect on the consolidated financial position of the Company, but may have a material impact on the Company’s results of operations for a particular period.
 
Item 6.                Exhibits

(10.1)	Form of Performance Share Agreement	
 	 	
(10.2)	Carlisle Companies Incorporated Nonqualified Deferred Compensation Plan	
 	 	
(10.3)	Carlisle Companies Incorporated Nonqualified Benefit Plan Trust	
 	 	
(12)	Ratio of Earnings to Fixed Charges	
 	 	
(31.1)	Rule 13a-14(a)/15d-14(a) Certifications	
 	 	
(31.2)	Rule 13a-14(a)/15d-14(a) Certifications	
 	 	
(32)	Section 1350 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	
 
28 

 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 	Carlisle Companies Incorporated	

April 27, 2010	 	
 	By:	 /s/ Steven J. Ford	
 	Name: Steven J. Ford	
 	Title: Vice President and Chief Financial Officer	
 
29 

Exhibit 10.1
 
CARLISLE COMPANIES INCORPORATED
PERFORMANCE SHARE AGREEMENT
 
This Agreement (this “Agreement”) is made as of                          (the “Date of Grant”) by and between Carlisle Companies Incorporated (the “Company”) and                      (the “Grantee”).
 
1 .             Grant of Performance 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             performance shares (the “Performance Shares”) for the performance period beginning                                and ending                                    (the “Performance Period”.)  The actual number of Performance Shares earned by the Grantee for the Performance Period shall be based on attainment of the Management Objective described in Section 2.
 
2 .             Management Objective .  The management objective applicable to the Performance Shares is the total shareholder return with respect to the Common Shares of the Company for the Performance Period relative to the total shareholder return of the S&P MidCap 400 Index as reported by Standard & Poor’s for the Performance Period (the “Management Objective”).  The number of Performance Shares earned for achievement of the Management Objective shall be determined from the following table:

Company’s Total Shareholder Return
Percentile(1)	 	Percentage of Performance Shares Earned	
Below 25 th  percentile	 	0%	
25 th  percentile	 	50%	
50 th  percentile	 	100%	
75 th  percentile or above	 	200%	
 
The percentage of Performance Shares earned for total shareholder return between the 25 th  and 50 th  percentile or the 50 th  and 75 th  percentile will be determined by linear interpolation.
 
For purposes of applying the Management Objective, the total shareholder return with respect to the Common Shares of the Company shall be determined by assuming the reinvestment of all dividends as and when paid by the Company and using the average of the closing market prices for a Common Share for the first ten trading days of the Performance Period and the average of the closing market prices for a Common Share for the last ten trading days of the Performance Period.

(1)  Means the Company’s total shareholder return expressed as a percentage of the total shareholder return of the companies comprising the S & P MidCap 400 Index for the Performance Period.

 
Example .  If the Company’s total shareholder return for the Performance Period is at the 50 th  percentile of the S & P MidCap 400 Index, the Grantee would earn            Performance Shares.
 
If the Company’s total shareholder return for the Performance Period is at the 75% percentile of the S & P MidCap 400 Index, the Grantee would earn            Performance Shares.
 
3 .             Distribution of Common Shares and Contingent Dividend Payment .  A s soon as practicable after                              (but no later than                           ), the Company shall distribute to the Grantee (a) one Common Share for each whole Performance Share earned by the Grantee and (b) a cash payment equal to the product of the aggregate cash dividends paid by the Company during the Performance Period with respect to a Common Share and the number of whole Performance Shares earned by the Grantee.
 
4 .             Deferral of Distribution of Common Shares.   The Grantee may elect to defer distribution of all (or any portion) of the Common Shares described in Section 3(a).  To be effective, the Grantee must complete and return a written deferral election under the Carlisle Companies Incorporated Nonqualified Deferred Compensation Plan (the “Deferral Plan”) in accordance with procedures established by the administrator of the Deferral Plan.  The Grantee may not elect to defer the contingent dividend payment described in Section 3(b).
 
5 .             Termination of Employment during Performance Period .  Subject to the terms of the Program, if, prior to                       , and while the Grantee is in the employ of the Company and its Subsidiaries, (a) the Grantee dies, (b) the Grantee’s Disability occurs, or (c) the Grantee’s Retirement occurs, 100% of the Performance Shares shall remain outstanding and shall be earned based on attainment of the Management Objective described in Section 2.  The Performance Shares shall be forfeited if the Grantee ceases to be continuously employed by the Company and its Subsidiaries prior to the expiration of the Performance Period for any reason other than the Grantee’s death, Disability or Retirement unless the Compensation Committee in the exercise of its discretion determines otherwise.
 
6 .             Change in Control.   In the event a Change in Control occurs before the end of the Performance Period, 200% of the Performance Shares shall be earned and distributed to the Grantee within fifteen (15) days after the Change in Control.
 
7 .             No Stockholder Rights .  The Performance Shares shall not entitle the Grantee to any rights as a stockholder of the Company.
 
8 .             Award Non-transferable .  The Performance Shares may not be sold, exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of by the Grantee; provided , however , that the Grantee’s rights with respect to such Performance Shares may be transferred by will or pursuant to the laws of descent and distribution.  Any purported transfer or encumbrance in violation of the provisions of this Section 6 shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such Performance Shares.

 
9 .             No Employment Contract .  Nothing contained in this Agreement shall confer upon the Grantee any right with respect to continuance of employment by the Company and its Subsidiaries, nor limit or affect in any manner the right of the Company and its Subsidiaries to terminate the employment or adjust the compensation of the Grantee.
 
10 .           Taxes and Withholding .  To the extent that the Company shall be required to withhold any federal, state, local or other taxes in connection with the issuance or vesting of the Performance Shares, and the amounts available to the Company for such withholding are insufficient, the Grantee shall pay such taxes or make provisions that are satisfactory to the Company for the payment thereof.
 
11 .           Amendments .  Subject to the terms of the Program, the Board may modify this Agreement upon written notice to the Grantee.  Any amendment to the Program shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto.  Any waiver of any term or condition or breach of this Agreement shall not be a waiver of any other term or condition or of the same term or condition.
 
12 .           Severability .  In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.
 
13 .           Relation to Program .  This Agreement is subject to the terms and conditions of the Program.  This Agreement and the Program contain the entire agreement and understanding of the parties with respect to the subject matter contained in this Agreement, and supersede all prior communications, representations and negotiations in respect thereto.  In the event of any inconsistency between the provisions of this Agreement and the Program, the Program shall govern.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Program.  The Committee acting pursuant to the Program, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the grant of Performance Shares.
 
14 .           Successors and Assigns .  Without limiting Section 2 hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Grantee, and the successors and assigns of the Company.

 
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and the Grantee has also executed this Agreement in duplicate, as of the day and year first above written.

 	CARLISLE COMPANIES INCORPORATED	

 	By:	 	
 	Name:	
 	Title:	

The undersigned hereby acknowledges receipt of an executed original of this Agreement and accepts the award of Performance Shares granted thereunder on the terms and conditions set forth herein and in the Program.

 	 	 	
 	 	Name	
 	 	
 	Date:	 	

Exhibit 10.2
 
CARLISLE COMPANIES INCORPORATED
 
NONQUALIFIED DEFERRED COMPENSATION PLAN

 
CARLISLE COMPANIES INCORPORATED
 
NONQUALIFIED DEFERRED COMPENSATION PLAN
 
Table of Contents

 	Page No.	
 	 	
SECTION 1 Purpose and Administration	1	
 	 	
1.1	Name of Plan	1	
1.2	Effective Date	1	
1.4	Administration	1	
 	 	 	
SECTION 2 Definitions	2	
 	 	
2.1	Affiliate	2	
2.2	Associate	2	
2.3	Beneficial Owner	2	
2.4	Bonus	2	
2.5	Change in Control	3	
2.6	Change in Control Acceleration Event	3	
2.7	Code	3	
2.8	Company	3	
2.9	Company Stock	3	
2.10	Compensation	3	
2.11	Deferral Election	3	
2.12	Deferred Compensation Account	3	
2.13	Disabled	3	
2.14	Distribution Election	4	
2.15	Employee	4	
2.16	Employer	4	
2.17	ERISA	5	
2.18	Exchange Act	5	
2.19	Group	5	
2.20	In-Service Date	5	
2.21	Investment Options	5	
2.22	Normal Retirement Date	5	
2.23	Other Compensation	5	
2.24	Participant	5	
2.25	Participating Employer	5	
2.26	Person	5	
2.27	Plan	5	
2.28	Plan Administrator	5	
2.29	Plan Year	6	
2.30	Salary	6	
2.31	Separation from Service	6	
2.32	Subsequent Distribution Election	6	
2.33	Subsidiary	6	
2.34	Unforeseeable Emergency	6	
2.35	Valuation Date	6	
 	 	 	
SECTION 3 Eligibility, Participation, Deferral Elections, and Employer Contributions	7	

 

3.1	Eligibility and Participation	7	
3.2	Rules for Deferral and Distribution Elections	7	
3.3	Amounts Deferred	8	
3.4	Cancellation of Deferral Elections	8	
 	 	 	
SECTION 4 Deferred Compensation Accounts	8	
 	 	 	
4.1	Deferred Compensation Accounts	8	
4.2	Deferral Account Adjustments and Hypothetical Investment Options	8	
4.3	Vesting	9	
4.4	Investment Options	9	
4.5	Special Rule for Company Stock Hypothetical Investment Option	9	
 	 	 	
SECTION 5 Payment of Benefits	9	
 	 	 	
5.1	Time and Form of Payment	9	
5.2	Payment Upon Disability	10	
5.3	Payment Upon Death of a Participant	10	
5.4	Payment Upon Separation from Service within Twelve Months of Change in Control Acceleration Event	10	
5.5	Beneficiary	10	
5.6	Optional Distribution Alternative	11	
5.7	Changes in Time or Form of Distribution	11	
5.8	Effect of Early Taxation	11	
5.9	Permitted Delays	11	
5.10	Withholding of Taxes	12	
 	 	 	
SECTION 6 Miscellaneous	12	
 	 	 	
6.1	Rights Unsecured	12	
6.2	No Enlargement of Rights	12	
6.3	Interests Not Transferable	12	
6.4	Domestic Relations Orders	12	
6.5	Forfeitures and Unclaimed Amounts	13	
6.6	Controlling Law	13	
6.7	Words and Headings	13	
6.8	Action by the Employers	13	
6.9	No Fiduciary Relationship	13	
6.10	Claims Procedures	14	
6.11	Disability Claims	15	
6.12	Notice	15	
6.13	No Guarantee of Benefits	16	
6.14	Incapacity of Recipient	16	
6.15	Corporate Successors	16	
6.16	Severability	16	
6.17	Indemnification	16	
 	 	 	
SECTION 7 Employer Participation	16	
 	 	 	
7.1	Adoption of Plan	16	
7.2	Withdrawal from the Plan by Employer	16	
 	 	 	
SECTION 8 Amendment and Termination	16	

 

8.1	Amendment or Termination	16	
8.2	Effect of Amendment or Termination	16	

 
SECTION 1
Purpose and Administration
 
1 .1                                Name of Plan . Carlisle Companies Incorporated, located at 13925 Ballantyne Corporate Place, Suite 400, Charlotte, NC  28277 and with employer tax identification number 31-1168055, hereby adopts the Carlisle Companies Incorporated Deferred Compensation Plan (the “Plan”), as set forth herein including the variable provisions selected and agreed to by the Company.
 
1 .2          Effective Date . The effective date of this Plan is February 2, 2010.
 
1 .3                                Purpose .  The Company has established the Plan primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees of the Employers.  The Plan is intended:
 
(1)           to comply with Code section 409A and official guidance issued thereunder, and
 
(2)           to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.
 
Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.
 
The Company intends that the Plan (and each trust under the Plan as described in Section 6.1) shall be treated as unfunded for tax purposes and for purposes of Title I of ERISA.  The Plan is not intended to qualify under Code section 401(a).  The Company’s obligations hereunder, if any, to a Participant (or to a Participant’s beneficiary) shall be unsecured and shall be a mere promise by the Company to make payments hereunder in the future.  A Participant (or the Participant’s beneficiary) shall be treated as a general unsecured creditor of the Company.
 
1 .4                                Administration .
 
(a)                                   General .  The Plan shall be administered by the Plan Administrator.
 
The Plan Administrator shall have the powers, rights and duties set forth in the Plan and shall have the power, in the Plan Administrator’s sole and absolute discretion, to determine all questions arising under the Plan, including the determination of the rights of all persons with respect to the Plan and to interpret the provisions of the Plan and remedy any ambiguities, inconsistencies, or omissions.  Any decisions of the Plan Administrator shall be final and binding on all persons with respect to the Plan and the benefits provided under the Plan.  The Plan Administrator may delegate the Plan Administrator’s authority under the Plan to one or more officers or directors of the Company; provided, however, that (a) such delegation must be in writing, and (b) the officers or directors of the Company to whom the Plan Administrator is delegating authority must accept such delegation in writing.
 
If a Participant is serving as the Plan Administrator (either individually or as a member of a committee), the Participant may not decide or determine any matter or question concerning such Participant’s benefits under the Plan that the Participant would not have the right to decide or determine if the Participant were not serving as the Plan Administrator.
 
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(b)                                  Upon Change in Control .  Notwithstanding anything in the Plan to the contrary, upon and after a Change in Control, the Plan Administrator shall be (i) an independent third party selected by Wachovia Bank, N.A., as trustee, which may be Wachovia Bank, N.A., and approved by the individual who, immediately prior to such event, was the Company’s Chief Executive Officer or, if not so identified, the Company’s highest ranking officer (the “Ex-CEO”), or (ii) prior to the selection of an independent third party following a Change in Control, the Plan Administrator, as constituted prior to a Change in Control, shall continue to act as the Plan Administrator of the Plan until the date on which the independent third party is selected by Wachovia Bank, N.A., as trustee and approved by the Ex-CEO.  The Plan Administrator shall have the powers, rights and duties set forth in Section 1.4(a); provided however, upon and after the occurrence of a Change in Control, the Plan Administrator shall have no power to direct the investment of, or select any investment manager or custodial firm for, Company assets set aside in a grantor trust for purposes of satisfying the obligations of the Company under the Plan.  Upon and after the occurrence of a Change in Control, the Company must: (a) pay all reasonable administrative expenses and fees of the Plan Administrator; (b) indemnify the Plan Administrator against any costs, expenses and liabilities including, without limitation, attorney’s fees and expenses arising in connection with the performance of the Plan Administrator hereunder, except with respect to matters resulting from the gross negligence or willful misconduct of the Plan Administrator or its employees or agents; and (c) supply full and timely information to the Plan Administrator on all matters relating to the Plan, the trust, the Participants and their beneficiaries, the account balances of the Participant’s, the date and circumstances of the Separation from Service or death of any Participant, and such other pertinent information as the Plan Administrator may reasonably require.  Upon and after a Change in Control, the Plan Administrator may be terminated (and a replacement appointed) by Wachovia Bank, N.A., as trustee only with the approval of the Ex-CEO.  Upon and after a Change in Control, the Plan Administrator may not be terminated by the Company.
 
SECTION 2
Definitions
 
For purposes of the Plan, the following words and phrases shall have the meanings set forth below, unless their context clearly requires a different meaning:
 
2 .1                                Affiliate .  “Affiliate” has the meaning given such term under Rule 12b-2 of the General Rules and Regulations under the Exchange Act.
 
2 .2                                Associate .  “Associate” has the meaning given such term under Rule 12b-2 of the General Rules and Regulations under the Exchange Act.
 
2 .3                                Beneficial Owner .   “Beneficial Owner” has the meaning given such term under Rule 13d-3 of the General Rules and Regulations under the Exchange Act.
 
2 .4                                Bonus .  “Bonus” means an amount payable to an eligible Employee under an annual bonus or incentive compensation plan of the Company or a Subsidiary.
 
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2 .5                                Change in Control .  “Change in Control” shall occur in the event:  (i) any Person shall become directly or indirectly the Beneficial Owner 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 Common Shares, or (ii) any Person completes a tender offer pursuant to Regulation 14D promulgated by the Securities and Exchange Commission under the Exchange Act, or any successor provision thereto, which results in such Person 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 Company Stock.
 
2 .6                                Change in Control Acceleration Event .  “Change in Control Acceleration Event” means a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company under section 409A(2)(A)(v) of the Code.
 
2 .7                                Code .  “Code” means the Internal Revenue Code of 1986, as amended from time to time.  Any reference to a section of the Code includes any comparable section or sections of any future legislation that amends, supplements or supersedes that section.
 
2 .8          Company .  “Company” means Carlisle Companies Incorporated, a Delaware corporation.
 
2 .9                                Company Stock .  “Company Stock” means the common stock, $1.00 par value per share, of the Company.
 
2 .10        Compensation .  “Compensation” means (select all options that apply):
 
x            Salary
 
x            Bonus
 
o             Excess Contributions
 
x                                   Other Compensation:  Restricted and performance shares awarded or earned under the Carlisle Companies Incorporated Executive Incentive Program or its successor.
 
2 .11                         Deferral Election .  “Deferral Election” means a written irrevocable election filed by the Participant with the Employer specifying the amount of Compensation to be deferred by the Participant for a Plan Year.
 
2 .12                         Deferred Compensation Account .  “Deferred Compensation Account” means the bookkeeping account maintained under the Plan in the Participant’s name to reflect amounts deferred under the Plan pursuant to Section 3 (as adjusted under Section 4) and any Employer Contributions made on behalf of the Participant pursuant to Section 3 (as adjusted under Section 4).  The Deferred Compensation Account shall be hypothetical in nature and shall be maintained for bookkeeping purposes only.  Neither the Plan nor the Deferred Compensation Account shall hold any actual funds or assets.  The Deferred Compensation Account shall consist of a Participant’s entire account balance.
 
2 .13        Disabled .  A Participant shall be considered “Disabled” if (select all options that apply) :
 
o                                     The Participant is unable to engage in any substantially gainful activity by reason of any medically determined physical or mental impairment that can be expected to result in death
 
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or that has lasted or can be expected to last for a continuous period of not less than twelve months.
 
x                                   The Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Participant’s employer.
 
2 .14                         Distribution Election .  “Distribution Election” means a written irrevocable election filed by the Participant with the Employer specifying the time and form of payment for each type of Compensation deferred by the Participant pursuant to a Deferral Election with respect to such deferred Compensation.  At the time a Participant completes his Deferral Election, he may designate the time and form of payment of such deferred Compensation (and earnings thereon) as follows.
 
(a)                                   Time .  A Participant may elect to have his Deferred Compensation Account paid within 90 days following the earlier of:  (1) an In-Service Date designated by the Participant, or (2) the date of the Participant’s Separation from Service; provided, however, that payment upon a Participant’s Separation from Service shall be distributed within 90 days following the first business day of the seventh month following the Participant’s Separation from Service; and
 
(b)                                  Form .  For payments commencing as a result of a Participant’s Separation from Service on or after the Participant’s Normal Retirement Date, or an In-Service Date designated by the Participant, a Participant may elect to have the portion of his Deferred Compensation Account paid to the Participant in a lump sum payment or in annual installments (select all options that apply) :
 
o             Over a period of three (3) years;
 
o             Over a period of five (5) years;
 
o             Over a period of ten (10) years; or
 
x            Over a period of up to ten (10) years,
 
on or commencing within 90 days following the In-Service Date (if applicable) or the first business day of the seventh month following the Participant’s Separation from Service.  The Deferred Compensation Account of a Participant who has a Separation from Service prior to the Participant’s Normal Retirement Date shall be paid to the Participant in a lump sum payment within 90 days following the first business day of the seventh month following the Participant’s Separation from Service.
 
2 .15                         Employee .  “Employee” means an employee of an Employer who meets the eligibility criteria set forth in Section 3.1 of the Plan and who is a member of a select group of management or highly compensated employees as defined under ERISA or the regulations thereunder.
 
2 .16                         Employer .  “Employer” means, individually, the Company and each Participating Employer.  The Company and the Participating Employers are sometimes collectively referred to herein as the “Employers.”
 
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2 .17                         ERISA .  “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.  Any reference to a section of ERISA includes any comparable section or sections of any future legislation that amends, supplements or supersedes that section.
 
2 .18                         Exchange Act .  “Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.
 
2 .19                         Group .  “Group” means persons and entities that act in concert as described in section 14(d)(2) of the Exchange Act (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 such capacity and other than any executive officer of the Company).
 
2 .20                         In-Service Date .  “In-Service Date” means the first business day of any month at least twelve (12) months after the end of the period in which the deferred amount is earned.
 
2 .21                         Investment Options .  The Plan Administrator will designate the hypothetical “Investment Options” available for Participant selection from time to time.  The Investment Options are described in Appendix A .
 
2 .22        Normal Retirement Date .  “Normal Retirement Date” means (select only one option) :
 
x            The date the Participant attains 60 years of age.
 
o             The date the Participant attains            years of age and has completed at least          Years of Service.
 
2 .23                         Other Compensation .  “Other Compensation” means any type of compensation (other than Salary and Bonus) which the Company in its sole discretion permits to be deferred in the Plan.
 
2 .24                         Participant .  “Participant” means an Employee who meets the eligibility criteria set forth in Section 3.1 and who has made a Deferral Election in accordance with the terms of the Plan or otherwise had amounts credited to his Deferred Compensation Account.
 
2 .25                         Participating Employer .  “Participating Employer” means any Subsidiary of the Company that adopts the Plan in accordance with Section 7.1 (select one option) :
 
x                                  Which includes the Employers set forth on Appendix B .
 
o             None.
 
2 .26                         Person .  “Person” means and includes any individual, corporation, partnership or other person or entity and any Group and all Affiliates and Associates of any such individual, corporation, partnership, or other person or entity or Group.
 
2 .27                         Plan .  “Plan” means the nonqualified deferred compensation plan set forth herein and as amended from time to time.
 
2 .28                         Plan Administrator .  The “Plan Administrator” means the Pension and Insurance Committee of Carlisle Corporation.
 
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2 .29        Plan Year .  “Plan Year” means (select one option) :
 
x                                  the calendar year.  However, if the effective date of the Plan is other than January 1 of a year, the initial Plan Year shall be a short Plan Year, beginning on the effective date and ending on the following December 31.
 
o                                    the fiscal year ending                               .  However, if the effective date of the Plan is other than the first day of the fiscal year, the initial Plan Year shall be a short Plan Year, beginning on the effective date and ending on the following fiscal year end.
 
2 .30                         Salary .  “Salary” means the regular base salary paid to an eligible Employee by the Company or a Subsidiary.
 
2 .31                         Separation from Service .  “Separation from Service” or “Separates from Service” means a “separation from service” within the meaning of Code section 409A.
 
2 .32                         Subsequent Distribution Election .  “Subsequent Distribution Election” means an election to change the time or form of payment of a Participant’s Deferred Compensation Account balance pursuant to Section 5.7.
 
2 .33                         Subsidiary .  “Subsidiary” means any corporation, partnership, joint venture, association or similar organization or entity (select one option) :
 
x                                   In which the Company owns, directly or indirectly, a majority of equity interests.
 
o                                     Which includes the Participating Employers.
 
o             None.
 
2 .34                         Unforeseeable Emergency .  “Unforeseeable Emergency” means a severe financial hardship of the Participant resulting from:
 
(a)                                   A sudden and unexpected illness or accident of the Participant, the Participant’s beneficiary, the Participant’s spouse, or the Participant’s dependent (as defined in Code section 152(a));
 
(b)                                  Loss of Participant’s property due to casualty; or
 
(c)                                   Such other similar extraordinary and unforeseeable circumstances resulting from events beyond the control of the Participant.
 
Whether a Participant has an Unforeseeable Emergency shall be determined in the sole discretion of the Plan Administrator.
 
2 .35                         Valuation Date .  “Valuation Date” means each business day the financial markets and Wachovia Bank are open, unless the underlying investment requires a less frequent valuation.
 
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SECTION 3
Eligibility, Participation, Deferral Elections, and Employer Contributions
 
3 .1                                Eligibility and Participation .  Subject to the conditions and limitations of the Plan, the following persons are eligible to participate in the Plan (select and complete options(s) after consultation with legal counsel) :
 
o                                    All Employees with a rank of                                        (insert title) or above and with total earnings of at least $135,000 for the 12 month period ending on the September 30 th  immediately prior to each Plan Year.
 
o             The following Employees of the Employers:
 
(Attach an addendum if necessary)
 
x                                  Such Employees as the Plan Administrator may select from time to time, in its sole discretion.
 
Any individuals specified above by an Employer may be changed by action of the Employer for the following Plan Year.  An Employee eligible to participate in the Plan shall become a Participant upon the execution and filing with the Plan Administrator of a written election to defer a portion of the Employee’s Compensation, in a form acceptable to the Plan Administrator.  A Participant shall remain a Participant until the entire balance of the Participant’s Deferred Compensation Account has been distributed.
 
3 .2                                Rules for Deferral and Distribution Elections .  Any Employee identified in Section 3.1 may make a separate Deferral Election to defer receipt of each type of Compensation selected in Section 2.10 in accordance with the rules set forth below:
 
(a)                                   All Deferral Elections must be made in writing on the form prescribed by the Plan Administrator and shall be accompanied by a Distribution Election with respect to such Compensation (and earnings thereon).  Each Deferral Election will be effective only when filed with the Plan Administrator no later than the date specified by the Plan Administrator.  Subject to the immediately succeeding paragraph, in no event may a Deferral Election be made later than the last day of the Plan Year preceding the Plan Year in which the Compensation being deferred is earned.
 
Notwithstanding the foregoing, (1) if the Plan Administrator determines that any Compensation qualifies as “performance-based compensation” under Code section 409A, an eligible Employee may elect to defer a portion of such Compensation by filing a Deferral Election at a later time up until the date six months before the end of the performance period as permitted by the Plan Administrator, (2) in the first year in which an Employee becomes eligible to participate in the Plan, a Deferral Election may be made with respect to services to be performed subsequent to the election within 30 days after the date the Employee becomes eligible to participate in the Plan to the extent permitted under Code section 409A and (3) an election to defer Compensation attributable to restricted shares awarded under the Carlisle Companies Incorporated Executive Incentive Program (or its successor) may be made on of before the 30 th  date after such shares are awarded and such deferral election shall be given effect only if the shares become vested after the first anniversary of the date such shares are awarded.
 
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Select one option (b) below:
 
(b)                                  x            With respect to Plan Years following the Participant’s initial Plan Year of participation in the Plan, failure to complete another Deferral Election for a Plan Year shall constitute a waiver of the Participant’s right to participate in the Plan for such Plan Year.
 
(b)                                  o             With respect to Plan Years following the Participant’s initial Plan Year of participation in the Plan, failure to complete another Deferral Election shall constitute a waiver of the Participant’s right to elect a different amount of Compensation to be deferred for each such Plan Year and shall be considered an affirmation and ratification to continue the Participant’s existing Deferral Election and corresponding Distribution Election.  However, a Participant may, prior to the beginning of any Plan Year, elect to increase or decrease the amount of Compensation to be deferred for the next following Plan Year by filing another Deferral Election with the Plan Administrator in accordance with paragraph (a) above.  The Participant may also file another Distribution Election with the Plan Administrator with respect to such deferred Compensation.
 
3 .3                                Amounts Deferred . Commencing on the effective date, a Participant may elect to:  (complete for each item of Compensation selected in Section 2.10):
 
x            Defer up to 50% of Salary.
 
x            Defer up to 90% of Bonus.
 
x                                                                                  Defer up to 100% of restricted and performance shares from the Carlisle Companies Incorporated Executive Incentive Program.
 
The amount of Compensation deferred by a Participant shall be credited to the Participant’s Deferred Compensation Account as soon as administratively practicable after the date the Compensation would be paid to the Participant absent deferral.
 
3 .4                                Cancellation of Deferral Elections .   If a Participant becomes Disabled or obtains a distribution under 5.6 on account of an Unforeseeable Emergency during a Plan Year, his Deferral Election for such Plan Year shall be cancelled.
 
SECTION 4
Deferred Compensation Accounts
 
4 .1                                Deferred Compensation Accounts .  All amounts deferred pursuant to one or more Deferral Elections under the Plan shall be credited to a Participant’s Deferred Compensation Account and shall be adjusted under Section 4.2.
 
4 .2                                Deferral Account Adjustments and Hypothetical Investment Options .  As of each Valuation Date, the Plan Administrator shall adjust amounts in a Participant’s Deferred Compensation Account to reflect earnings (or losses) in the Investment Options attributable to the Participant’s Deferred Compensation Account.  Earnings (or losses) on amounts in a Participant’s Deferred Compensation Account shall accrue commencing on the date the Deferred Compensation Account first has a positive balance and shall continue to accrue until the entire balance in the Participant’s Deferred Compensation Account has been distributed.  Earnings (or losses) shall be credited to a Participant’s Deferred Compensation Account based on the results that would have been achieved
 
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had amounts credited to the Deferred Compensation Account been invested as soon as practicable after crediting into the Investment Options selected by the Participant.  Nothing in this Subsection 4.2 or otherwise in the Plan, however, will require the Company to actually invest any amounts in such Investment Options or otherwise.
 
4 .3                                Vesting .  A Participant shall be fully vested in the amounts credited to the Participant’s Deferred Compensation Account attributable to the Participant’s Deferral Elections.
 
4 .4                                Investment Options .  The Plan Administrator shall specify procedures to allow Participants to make elections as to the deemed investment of amounts newly credited to their Deferred Compensation Accounts, as well as the deemed investment of amounts previously credited to their Deferred Compensation Accounts.  Participant fund selections must be made to the Plan Administrator or designated agent.  Fund selections will be effective within a reasonable period of time as determined by the means used to communicate such selections and generally accepted business practices.
 
The Plan Administrator or its designated agent may take investment instructions from a Participant as of any business day regarding Investment Options.  Investment elections and/or transfer instructions may be accepted in a manner determined by the Plan Administrator.
 
The Plan Administrator shall designate the Investment Options available for selection under this Section 4.4.  Investment Options are selected solely for purposes of determining hypothetical gains and/or losses to a Participant’s bookkeeping account.  Neither the Plan nor any of the Deferred Compensation Accounts shall hold any actual funds or assets.  The Plan Administrator may change Investment Options at its discretion.
 
4 .5                                Special Rule for Company Stock Hypothetical Investment Option .  Notwithstanding any provision of this Plan that may be construed to the contrary, (a) shares of Company Stock deferred under the Plan shall remain allocated to the Company Stock Investment Option, (b) the portion of any Participant’s Deferred Compensation Account that is allocated to the Company Stock Investment Option shall at all times prior to distribution be allocated to the Company Stock Investment Option, and (c) the full balance of the Participant’s Deferred Compensation Account that is allocated to the Company Stock Investment Option shall be distributed in the form of Company Stock.
 
SECTION 5
Payment of Benefits
 
5 .1                                Time and Form of Payment .
 
(a)                                   Deferred Compensation Account .  Payment of a Participant’s Deferred Compensation Account shall be made in accordance with the Participant’s Distribution Election(s).  If no Distribution Election was made, then payment of such Deferred Compensation Account shall be distributed in a lump sum within 90 days following the first business day of the seventh month following the Participant’s Separation from Service.
 
(b)                                  Small Benefit Cashout .  Notwithstanding any Distribution Elections made by a Participant, if the Participant’s Deferred Compensation Account balance is less than $25,000 at the time any installment payment is to be made to the Participant, the entire remaining Deferred Compensation Account balance shall be distributed to the Participant in a lump sum.
 
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5 .2                                Payment Upon Disability .  Notwithstanding anything in the Plan or any Distribution Election to the contrary, in the event a Participant becomes Disabled while the Participant is employed by or associated with an Employer, payment of the Participant’s Deferred Compensation Account shall be made in a lump sum payment within 90 days following the date on which the Participant becomes Disabled.  Whether a Participant is Disabled for purposes of the Plan shall be determined by the Plan Administrator, and in making such determination, the Plan Administrator may rely on the opinion of a physician(s) selected by the Plan Administrator for such purpose.
 
5 .3                                Payment Upon Death of a Participant .  Notwithstanding anything in the Plan or any Distribution Election to the contrary, a Participant’s Deferred Compensation Account shall be paid to the Participant’s beneficiary (designated in accordance with Section 5.5) in a lump sum payment within 90 days following the date of the Participant’s death.
 
5 .4                                Payment Upon Separation from Service within Twelve Months of Change in Control Acceleration Event .  Notwithstanding anything in the Plan or any Distribution Election to the contrary, a Participant’s Deferred Compensation Account shall be paid to the Participant in a lump sum payment following the first business day of the seventh month following the Participant’s Separation from Service, if such Separation from Service occurs within 12 months after a Change in Control Acceleration Event.
 
5 .5                                Beneficiary .  The Participant may name a beneficiary or beneficiaries to receive the balance of the Participant’s vested Deferred Compensation Account in the event of the Participant’s death prior to the payment of the Participant’s vested Deferred Compensation Account.  To be effective, any beneficiary designation must be filed in writing with the Plan Administrator in accordance with rules and procedures adopted by the Plan Administrator for that purpose.  A Participant may revoke an existing beneficiary designation by filing another written beneficiary designation with the Plan Administrator.  The latest beneficiary designation received by the Plan Administrator shall be controlling.  If no beneficiary is named by a Participant, or if the Participant survives all of the Participant’s named beneficiaries and does not designate another beneficiary, the Participant’s Deferred Compensation Account shall be paid in the following order of precedence:
 
(a)           The Participant’s spouse;
 
(b)           The Participant’s estate.
 
If (i) a Participant who is married designates the Participant’s spouse as the Participant’s beneficiary or (ii) a Participant who is registered as a domestic partner or has obtained a civil union license with another individual (in either event, such individual is hereafter referred to as the Participant’s “Domestic Partner”) designates the Participant’s Domestic Partner as the Participant’s beneficiary, and subsequent to such designation the Participant and the Participant’s spouse are divorced or the relationship between the Participant and the Participant’s Domestic Partner is legally dissolved, the designation of the Participant’s spouse or Domestic Partner as the Participant’s beneficiary (as the case may be) shall become void and shall have no further legal force or effect from and after such divorce or dissolution.  Should the Participant wish to designate a former spouse or Domestic Partner as his beneficiary, he must affirmatively do so by completing a new beneficiary designation form, after the date of his divorce or dissolution, naming his former spouse or Domestic Partner as his beneficiary.
 
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5 .6          Optional Distribution Alternative .  (select if applicable)
 
x            Unforeseeable Emergency .  Notwithstanding anything in the Plan or any Distribution Election to the contrary, if the Plan Administrator determines that a Participant has incurred an Unforeseeable Emergency, the Participant shall receive in a lump sum payment all or any portion of the Participant’s Deferred Compensation Account needed to satisfy the Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, but only if the Unforeseeable Emergency may not be relieved (a) through reimbursement or compensation by insurance or otherwise; (b) by liquidation of the Participant’s assets to the extent the liquidation of such assets would not itself cause severe financial hardship; or (c) by cessation of deferrals under the Plan.  A payment on account of an Unforeseeable Emergency shall not be in excess of the amount needed to relieve such Unforeseeable Emergency and shall be made within 90 days following the date of such Unforeseeable Emergency.
 
5 .7                                Changes in Time or Form of Distribution .  (select one option)
 
o                                     The Plan does not permit Subsequent Distribution Elections.
 
x                                   The Plan permits Subsequent Distribution Elections solely with respect to distributions under Section 5.1(a).
 
If applicable, the Plan Administrator may establish procedures for making a Subsequent Distribution Election in accordance with the requirements of Code section 409A.  In addition to the requirements the Plan Administrator may establish, a Participant may make a Subsequent Distribution Election by filing an irrevocable written form with the Plan Administrator, but only if the following conditions are satisfied:
 
(a)                                   The Subsequent Distribution Election may not take effect until at least twelve (12) months after the date on which the election is made;
 
(b)                                  A distribution may not be made earlier than at least five (5) years from the date the distribution would have otherwise been made; and
 
(c)                                   In the case of an election to change the time or form of a distribution related to a payment at a specified time, the Subsequent Distribution Election must be made at least twelve (12) months before the date of the first scheduled distribution.
 
5 .8                                Effect of Early Taxation .  Notwithstanding anything in the Plan or any Distribution Election to the contrary, if a Participant’s benefits under the Plan are includible in income pursuant to Code section 409A, such benefits shall be distributed immediately to the Participant.
 
5 .9                                Permitted Delays .  Notwithstanding anything in the Plan to the contrary, any payment to a Participant under the Plan shall be delayed upon the Plan Administrator’s reasonable anticipation of one or more of the following events:
 
(a)                                   The Company’s deduction with respect to such payment would be eliminated by application of Code section 162(m); or
 
(b)                                  The making of the payment would violate Federal securities laws or other applicable law;
 
provided, that any payment delayed pursuant to this Section 5.9 shall be paid in accordance with Code section 409A.
 
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5 .10                         Withholding of Taxes .  In connection with the Plan, the Employers, or a properly designated agent, may withhold any applicable Federal, state or local income tax and employment taxes, including Social Security taxes, at such time and in such amounts from a benefit payment under the Plan or a Participant’s wages or reduce a Participant’s Deferred Compensation Account as is necessary to comply with applicable laws and regulations.  The Employers, or a properly designated agent, shall report Plan payments and other Plan-related information to the appropriate governmental agencies as required under applicable laws.
 
SECTION 6
Miscellaneous
 
6 .1                                Rights Unsecured .  Any payments by a trust of benefits provided to a Participant under the Plan shall be considered payment by the Company and shall discharge the Company from any further liability under the Plan for such payments.  Any funds set aside by the Company for the purpose of meeting its obligations under the Plan, including any amounts held by Wachovia Bank, N.A. (or any successor), as trustee, shall continue for all purposes to be part of the general assets of the Company and shall be available to its general creditors in the event of the Company’s bankruptcy or insolvency.  The Company’s obligation under this Plan shall be that of an unfunded and unsecured promise to pay money in the future.
 
The Company shall establish and maintain one or more grantor trust(s) to hold assets to be used for payment of benefits under the Plan.
 
6 .2                                No Enlargement of Rights .  Establishment of the Plan shall not be construed to give any Employee the right to be retained by the Employers or to any benefits not specifically provided by the Plan.  Any liability of the Company to any Participant, former Participant, or Participant’s beneficiary with respect to a right to payment under the Plan shall be based solely upon contractual obligations created by the Plan.
 
6 .3                                Interests Not Transferable .  Except as to withholding of any tax under the laws of the United States or any state or locality and the provisions of Section 5.10, no benefit payable at any time under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, or any other encumbrance of any kind or to any attachment, garnishment, or other legal process of any kind.  Any attempt by a person (including a Participant or a Participant’s beneficiary) to anticipate, alienate, sell, transfer, assign, pledge, or otherwise encumber any benefits under the Plan, whether currently or thereafter payable, shall be void.  If any person shall attempt to, or shall alienate, sell, transfer, assign, pledge or otherwise encumber such person’s benefits under the Plan, or if by any reasons of such person’s bankruptcy or other event happening at any time, such benefits would devolve upon any other person or would not be enjoyed by the person entitled thereto under the Plan, then the Plan Administrator, in the Plan Administrator’s sole discretion, may terminate the interest in any such benefits of the person otherwise entitled thereto under the Plan and may hold or apply such benefits in such manner as the Plan Administrator may deem proper.
 
6 .4          Domestic Relations Orders .
 
If applicable and notwithstanding Section 6.3, all or a portion of a Participant’s Deferred Compensation Account balance may be paid to another person as specified in a domestic relations order that the Company determines is qualified (a “Qualified Domestic Relations Order”).  For this
 
12 

 
purpose, a Qualified Domestic Relations Order means a judgment, decree, or order (including the approval of a settlement agreement) which:
 
(a)                                   is issued pursuant to a State’s domestic relations law;
 
(b)                                  relates to the provision of child support, alimony payments or marital property rights to a spouse, former spouse, child or other dependent of the Participant;
 
(c)                                   creates or recognizes the right of a spouse, former spouse, child or other dependent of the Participant to receive all or a portion of the Participant’s benefits under the Plan;
 
(d)                                  provides for an immediate lump sum payment as soon as administratively possible after the Company determines that a Qualified Domestic Relations Order exists; and
 
(e)                                   meets such other requirements established by the Company.
 
The Plan Administrator shall determine whether any document received by it is a Qualified Domestic Relations Order.  In making this determination, the Company may consider the rules applicable to “domestic relations orders” under Code section 414(p) and ERISA section 206(d), and such other rules and procedures as it deems relevant.  If an order is determined to be a Qualified Domestic Relations Order, the amount to which the other person is entitled under such order shall be paid in a lump sum payment as soon as administratively possible after such determination, but in no event later than 90 days following such date.
 
6 .5                                Forfeitures and Unclaimed Amounts .  Unclaimed amounts shall consist of the amounts in the Deferred Compensation Account of a Participant that cannot be distributed because of the Plan Administrator’s inability, after a reasonable search, to locate a Participant or the Participant’s beneficiary, as applicable, within a period of two years after the distribution date upon which the payment of benefits became due.  Unclaimed amounts shall be forfeited at the end of such two-year period.  If a valid claim is subsequently made for the forfeited amount, such amount shall be restored (less any income tax withholdings and without adjustment for interim earnings or losses) as if there had been no forfeiture.
 
6 .6                                Controlling Law .  The law of the state of North Carolina shall be controlling in all matters relating to the Plan to the extent not preempted by Federal Law.
 
6 .7                                Words and Headings .  Words in the masculine gender shall include the feminine and the singular shall include the plural, and vice versa, unless qualified by the context.  Any headings used herein are included for ease of reference only, and are not to be construed so as to alter the terms hereof.
 
6 .8                                Action by the Employers .  Except as otherwise specifically provided herein, any action required of or permitted to be taken by an Employer under the Plan shall be by resolution of its Board of Directors or by resolution of a duly authorized committee of its Board of Directors or by action of a person or persons authorized by resolution of such Board of Directors or such committee.
 
6 .9                                No Fiduciary Relationship .  Nothing contained in this Plan, and no action taken pursuant to its provisions by either the Employers or the Participants shall create, or be construed to create a fiduciary relationship between the Employer and the Participant, a designated beneficiary, other beneficiaries of the Participant, or any other person.
 
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6 .10        Claims Procedures .
 
(a)                                   Initial Review .  Any person (hereinafter referred to as a “Claimant”) who believes that he or she is being denied a benefit to which he or she may be entitled under the Plan may file a written request for such benefit with the Plan Administrator.  Such written request must set forth the Claimant’s claim and must be addressed to the Plan Administrator, at the Company’s principal place of business.  Upon receipt of a claim, the Plan Administrator shall advise the Claimant that a reply will be forthcoming within ninety days and shall deliver a reply within ninety days.  If special circumstances (such as for a hearing) require a longer period, the Plan Administrator may extend the reply period for an additional ninety days so long as the Plan Administrator notifies the Claimant in writing, prior to the expiration of the ninety day period, of the reasons for an extension of time.  If the claim is denied in whole or in part, the Plan Administrator shall issue a written determination, using language calculated to be understood by the Claimant, setting forth:
 
(1)                                   The specific reason or reasons for such denial;
 
(2)                                   The specific reference to pertinent provisions of the Plan upon which such denial is based;
 
(3)                                   A description of any additional material or information necessary for the Claimant to perfect the Claimant’s claim and an explanation why such material or such information is necessary; and
 
(4)                                   Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review, including the time limits for requesting such a review and the Claimant’s right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review.
 
(b)                                  Review of Denial .  Within sixty days after the receipt by the Claimant of the written determination described above, the Claimant may request in writing, that the Plan Administrator review the initial claim determination.  The request must be addressed to the Plan Administrator, at the Company’s principal place of business.  The Claimant or the Claimant’s duly authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s claims for benefits and may submit issues and comments in writing for consideration by the Plan Administrator.  The review will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.
 
If the claimant does not request a review of the Plan Administrator’s determination within such sixty day period, the Claimant shall be barred and estopped from challenging the Plan Administrator’s determination.  If the Claimant does file a request for review, his request must include a description of the issues and evidence he deems relevant.  Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim.
 
Within sixty days after the Plan Administrator’s receipt of a request for review, the Plan Administrator will render a decision.  After considering all materials presented by the
 
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Claimant, the Plan Administrator will render a written determination, written in a manner calculated to be understood by the Claimant setting forth:
 
(1)                                   The specific reasons for the adverse determination;
 
(2)                                   The specific references to the pertinent provisions of the Plan on which the decision is based;
 
(3)                                   A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s claim for benefits; and
 
(4)                                   A statement describing any voluntary appeal procedures offered by the Plan and the Claimant’s right to obtain the information about such procedures, as well as a statement of the Claimant’s right to bring an action under ERISA section 502(a).
 
If special circumstances require that the sixty day time period be extended, the Plan Administrator will so notify the Claimant in writing before the end of the sixty day period and will render the decision as soon as practicable, but no later than one hundred twenty days after receipt of the request for review.
 
(c)                                   Finality of Determinations; Exhaustion of Remedies . To the extent permitted by law, decisions reached under the claims procedures set forth in this Section 6.10 shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the Claimant has exhausted his remedies under this Section 6.10.  In any such legal action, the Claimant may only present evidence and theories which the Claimant presented during the claims procedure. Any claims which the Claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived.  Judicial review of a Claimant’s denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the Claimant presented during the claims procedure.
 
(d)                                  Limitations Period .  Any suit or legal action initiated by a Claimant under the Plan must be brought by the Claimant no later than one year following a final decision on the claim for benefits by the Plan Administrator.  The one-year limitation on suits for benefits will apply in any forum where a Claimant initiates such suit or legal action.
 
6 .11                         Disability Claims .  Claims for disability benefits shall be determined under DOL Regulation section 2560.503-1 which is hereby incorporated by reference.
 
6 .12                         Notice .  Any notice required or permitted to be given under the provisions of the Plan shall be in writing, and shall be signed by the party giving or making the same.  If such notice, consent or demand is mailed to a party hereto, it shall be sent by United States certified mail, postage prepaid, addressed to such party’s last known address as shown on the records of the Employers.  Notices to the Plan Administrator should be sent in care of the Company at the Company’s principal place of business.  The date of such mailing shall be deemed the date of notice.  Either party may change the address to which notice is to be sent by giving notice of the change of address in the manner set forth above.
 
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6 .13                         No Guarantee of Benefits .  Nothing contained in the Plan shall constitute a guarantee by the Company or any other person or entity that the assets of the Company will be sufficient to pay any benefits hereunder.
 
6 .14                         Incapacity of Recipient .  If any person entitled to a distribution under the Plan is deemed by the Plan Administrator to be incapable of personally receiving and giving a valid receipt for such payment, then, unless and until a claim for such payment shall have been made by a duly appointed guardian or other legal representative of such person, the Plan Administrator may provide for such payment or any part thereof to be made to any other person or institution then contributing toward or providing for the care and maintenance of such person.  Any such payment shall be a payment for the account of such person and a complete discharge of any liability of the Company and the Plan with respect to the payment.
 
6 .15                         Corporate Successors .  The Plan and the obligations of the Company under the Plan shall become the responsibility of any successor to the Company by reason of a transfer or sale of substantially all of the assets of the Company or by the merger or consolidation of the Company into or with any other corporation or other entity.
 
6 .16                         Severability .  In the event any provision of the Plan shall be held invalid or illegal for any reason, any illegality or invalidity shall not affect the remaining parts of the Plan, but the Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted.
 
6 .17                         Indemnification .  To the extent not covered by insurance, the Company shall indemnify the Plan Administrator, each employee, officer, director, and agent of the Company, and all persons formerly serving in such capacities, against any and all liabilities or expenses, including all legal fees relating thereto, arising in connection with the exercise of their duties and responsibilities with respect to the Plan, provided however that the Company shall not indemnify any person for liabilities or expenses due to that person’s own gross negligence or willful misconduct.
 
SECTION 7
Employer Participation
 
7 .1                                Adoption of Plan .  Any Subsidiary of the Company may, with the approval of the Company, adopt the Plan by filing with the Company a resolution of its board of directors to that effect.
 
7 .2                                Withdrawal from the Plan by Employer .  Any Participating Employer shall have the right, at any time, upon the approval of, and under such conditions as may be provided by the Plan Administrator, to withdraw from the Plan in accordance with the requirements under Code section 409A by delivering to the Plan Administrator written notice of its election so to withdraw.
 
SECTION 8
Amendment and Termination
 
8 .1                                Amendment or Termination .  The Company intends the Plan to be permanent, but reserves the right to modify, amend or terminate the Plan when, in the sole discretion of the Company, such amendment or termination is advisable.
 
8 .2                                Effect of Amendment or Termination .  No amendment or termination of the Plan shall reduce or eliminate any vested balance in a Participant’s Deferred Compensation Account accrued through the date of such amendment or termination.  However, an amendment may freeze or limit future
 
16 

 
deferrals or credits of benefits under the Plan on and after the date of such amendment.  Upon termination of the Plan, distribution of Plan benefits shall be made to Participants and beneficiaries in the manner and at the time described in Section 5, unless the Company determines in its sole discretion that all such amounts shall be distributed upon termination in accordance with the requirements under Code section 409A.  Upon termination of the Plan, no further deferrals of Compensation shall be permitted; provided, however, earnings, gains and losses shall continue to be credited to each Participant’s Deferred Compensation Account balance in accordance with Section 4 until the vested Deferred Compensation Account balances are fully distributed.
 
IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its duly authorized officers on this 2nd day of February, 2010.

 	CARLISLE COMPANIES INCORPORATED	

 	By:	   /s/ Steven J. Ford	
 	 	
 	Name:	   Steven J. Ford	
 	 	
 	Title:	   Vice President and Chief Financial Officer	

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Appendix B
 
Investment Options

1 .	 	Company Stock—a fund invested solely in shares of Company Stock.	
 	 	 	
2 .	 	Fixed Income—a fund that credits interest for a Plan Year equal to the yield on ten-year U.S. Treasury notes for the month of November immediately preceding the beginning of the Plan Year plus 200 bps.	
 	 	 	
3.	 	[Add others: mutual fund selections from 401(k) Plan investment options.]	

 
Appendix B
 
Participating Employers
 
Carlisle Management Company
Carlisle Construction Materials Incorporated
Carlisle Engineered Transportation Solutions, Inc.
Carlisle Industrial Brake & Friction, Inc.
Carlyle, Inc. d/b/a Carlisle Interconnect Technologies
Tensolite, LLC d/b/a Carlisle Interconnect Technologies
Carlisle Interconnect Technologies
Carlisle FoodService Products, Incorporated
Trail King Industries, Inc.

Exhibit 10.3
 
CARLISLE COMPANIES INCORPORATED
NONQUALIFIED BENEFIT PLAN TRUST

 
CARLISLE COMPANIES INCORPORATED
NONQUALIFIED BENEFIT PLAN TRUST

SECTION 1.	Establishment of the Trust	1	
 	 	 	
SECTION 2.	Payments to Participants and Their Beneficiaries	2	
 	 	 	
SECTION 3.	Trustee Responsibility Regarding Payments if the Company Is Insolvent	3	
 	 	 	
SECTION 4.	Payments When a Short-Fall of Trust Assets Occurs	4	
 	 	 	
SECTION 5.	Payments to the Company	5	
 	 	 	
SECTION 6.	Investment Authority	5	
 	 	 	
SECTION 7.	Insurance Contracts	9	
 	 	 	
SECTION 8.	Disposition of Income	9	
 	 	 	
SECTION 9.	Accounting by the Trustee	9	
 	 	 	
SECTION 10.	Responsibility of the Trustee	10	
 	 	 	
SECTION 11.	Compensation and Expenses of the Trustee	11	
 	 	 	
SECTION 12.	Resignation and Removal of the Trustee	11	
 	 	 	
SECTION 13.	Appointment of Successor	11	
 	 	 	
SECTION 14.	Amendment or Termination	12	
 	 	 	
SECTION 15.	Change in Control	12	
 	 	 	
SECTION 16.	Confidentiality	13	
 	 	 	
SECTION 17.	Miscellaneous	13	

 
CARLISLE COMPANIES INCORPORATED
NONQUALIFIED BENEFIT PLAN TRUST
 
THIS TRUST AGREEMENT (this “Trust Agreement”) is made and entered into as of February 2, 2010, by and between CARLISLE COMPANIES INCORPORATED, a Delaware corporation, (the “Company”) and WACHOVIA BANK, NATIONAL ASSOCIATION (the “Trustee”).
 
Recitals
 
WHEREAS, the Company has adopted the nonqualified deferred compensation plans and agreements (the “Arrangements”) listed in Appendix A;
 
WHEREAS, the Company has incurred or expects to incur liability under the terms of the Arrangements to the individuals participating in the Arrangements (the “Participants and Beneficiaries”);
 
WHEREAS, the Company hereby establishes a Trust (the “Trust”) and shall contribute to the Trust assets that shall be held therein, subject to the claims of the Company’s creditors in the event of the Company’s Insolvency, as herein defined, until paid to the Participants and their Beneficiaries in such manner and at such times as specified in the Arrangements and in this Trust Agreement;
 
WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Arrangements as unfunded plans maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); and
 
WHEREAS, it is the intention of the Company to make contributions to the Trust to provide itself with a source of funds (the “Fund”) to assist it in satisfying its liabilities under the Arrangements.
 
NOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows:
 
SECTION 1.                             Establishment of the Trust
 
(a)            The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of Section 671 et seq. of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be construed accordingly.
 
(b)            The Company shall be considered the grantor for the purposes of the Trust.
 
(c)            Subject to Section 1(h), the Trust is irrevocable.
 
(d)            The Company hereby deposits with the Trustee in the Trust one-thousand dollars and zero cents ($1,000.00) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement.
 
(e)            The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of the Participants and Beneficiaries and general creditors as herein set forth.  The Participants and Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust.  Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights of the Participants and Beneficiaries against the Company.  Any assets held by the Trust will be subject
 
1 

 
to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a).
 
(f)             The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement.  Prior to a Change in Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits.
 
(g)            In addition to the initial contribution, the Company shall make such other contributions as shall from time to time be authorized by due corporate action.  Any such payments made by the Company may be in cash, by letter of credit or, prior to the date as of which a Change in Control occurs, in such property (including, without limitation, securities issued by the Company) as the Company may determine.  The Company shall keep accurate books and records with respect to the interest of each Participant and Beneficiary in any Arrangement and shall provide copies of such books and records to the Trustee at any time as the Trustee shall request.  Upon a Change in Control, as defined herein, the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change in Control, make a contribution to the Trust in an amount that is sufficient (taking into account the Trust assets, if any, resulting from prior contributions) to fund the Trust in an amount equal to no less than 100% but no more than 120% of the Required Funding and Expense Reserve.  The Required Funding shall be equal to the amount necessary to pay each Participant or Beneficiary the benefits to which he would be entitled pursuant to the terms of the Arrangements as of the date on which the Change in Control occurred.  The Expense Reserve shall be equal to the lesser of: (i) the estimated trustee and record-keeper expenses and fees for one year or (ii)  seventy-five thousand dollars ($75,000).  Annually, the Company shall recalculate the Required Funding and Expense Reserve as of December 31 of the preceding year and, if the assets of the Trust are less than the sum of the Required Funding and Expense Reserve, the Company shall make a contribution to the Trust in an amount equal to no less than 100% but no more than 120% of the Required Funding and Expense Reserve.
 
SECTION 2. Payments to Participants and Their Beneficiaries
 
(a)            Prior to a Change in Control, distributions from the Trust shall be made by the Trustee to the Participants and Beneficiaries at the direction of the Company.  Prior to a Change in Control, the entitlement of the Participants or Beneficiaries to benefits under the Arrangements shall be determined by the Plan Administrator under the Arrangements, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Arrangements.
 
(b)            The Company may make payment of benefits directly to the Participants and Beneficiaries as they become due under the terms of the Arrangements.  The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to the Participants and Beneficiaries.  Before a Change in Control, the Company may direct the Trustee in writing to reimburse the Company from the Trust assets, and debit the account or other interest of each Participant and Beneficiary, for amounts paid directly to the Participant or their Beneficiaries by the Company.  The Trustee shall reimburse the Company for such payments promptly after receipt by the Trustee of satisfactory evidence that the Company has made the direct payments.  No such reimbursement shall be allowed upon or after Change in Control that would result in Trust assets equaling less than 100% of the Required Funding and Expense Reserve.
 
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In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Arrangements, the Company shall make the balance of each such payment as it falls due in accordance with the Arrangements.  The Trustee shall notify the Company where principal and earnings are not sufficient.  Nothing in this Agreement shall relieve the Company of its liabilities to pay benefits due under the Arrangements except to the extent such liabilities are met by application of assets of the Trust.
 
(c)            The Company shall deliver to the Trustee a schedule of benefits, to include state and federal tax withholding requirements, due under the Arrangements on an annual basis.  Immediately after a Change in Control, the Company shall deliver to the Trustee an updated schedule of benefits due under the Arrangements.  After a Change in Control, the Trustee shall pay benefits due in accordance with such schedule.  After a Change in Control, the Plan Administrator shall continue to make the determination of benefits due to the Participants and Beneficiaries and shall provide the Trustee with an updated schedule, to include state and federal tax withholding requirements, of benefits due; provided however, a Participant or Beneficiary may make application to the Trustee for an independent decision as to the amount or form of benefits due under the Arrangements.  In making any determination required or permitted to be made by the Trustee under this Section, the Trustee shall, in each such case, reach its own independent determination, in its absolute and sole discretion, as to the Participant’s or Beneficiary’s entitlement to a payment hereunder.  In making its determination, the Trustee may consult with and make such inquiries of such persons, including the Participant or Beneficiary, the Company, legal counsel, actuaries or other persons, as the Trustee may reasonably deem necessary.  Any reasonable costs incurred by the Trustee in arriving at its determination shall be reimbursed by the Company and, to the extent not paid by the Company within a reasonable time, shall be charged to the Trust.  The Company waives any right to contest any amount paid over by the Trustee hereunder pursuant to a good faith determination made by the Trustee notwithstanding any claim by or on behalf of the Company (absent a manifest abuse of discretion by the Trustee) that such payments should not be made.
 
(d)            The Trustee agrees that it will not itself institute any action at law or at equity, whether in the nature of an accounting, interpleading action, request for a declaratory judgment or otherwise, requesting a court or administrative or quasi-judicial body to make the determination required to be made by the Trustee under this Section 2 in the place and stead of the Trustee.  The Trustee may (and, if necessary or appropriate, shall) institute an action to collect a contribution due the Trust following a Change in Control or in the event that the Trust should ever experience a short-fall in the amount of assets necessary to make payments pursuant to the terms of the Arrangements.
 
SECTION 3. Trustee Responsibility Regarding Payments if the Company Is Insolvent
 
(a)            The Trustee shall cease payment of benefits to the Participants and Beneficiaries if the Company is Insolvent.  The Company shall be considered “Insolvent” for purposes of this Trust Agreement if (i) the Company is unable to pay its debts as they become due or (ii) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.
 
(b)            At all times during the continuance of this Trust, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as set forth below.
 
(1)            The Chief Executive Officer and Chief Financial Officer of the Company shall have the duty to inform the Trustee in writing that the Company is Insolvent.  If a person claiming to be a creditor of the Company alleges in writing to the Trustee that the Company has become Insolvent, the Trustee shall determine whether the Company
 
3 

 
is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to the Participants and Beneficiaries.
 
(2)            Unless the Trustee has actual knowledge that the Company is Insolvent, or has received notice from the Company or a person claiming to be a creditor alleging that the Company is Insolvent, the Trustee shall have no duty to inquire whether the Company is Insolvent.  The Trustee may in all events rely on such evidence concerning the Company’s solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Company’s solvency.
 
(3)            If at any time the Trustee has determined that the Company is Insolvent, the Trustee shall discontinue payments to the Participants and Beneficiaries and shall hold the assets of the Trust for the benefit of the Company’s general creditors.  Nothing in this Trust Agreement shall in any way diminish any rights of the Participants and Beneficiaries to pursue their rights as general creditors of the Company with respect to benefits due under the Arrangements or otherwise.
 
(4)            The Trustee shall resume the payment of benefits to the Participants and Beneficiaries in accordance with Section 2 of this Trust Agreement only after the Trustee has determined that the Company is not Insolvent (or is no longer Insolvent).
 
(c)            Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 3(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to the Participants and Beneficiaries under the terms of the Arrangements for the period of such discontinuance, less the aggregate amount of any payments made to the Participants and Beneficiaries by the Company in lieu of the payments provided for hereunder during any such period of discontinuance.
 
SECTION 4. Payments When a Short-Fall of Trust Assets Occurs
 
(a)            If there are not sufficient assets for the payment of current and expected future benefits pursuant to Section 2 or Section 3(c) hereof and the Company does not otherwise make such payments within a reasonable time after demand from the Trustee, the Trustee shall allocate the Trust assets among the Participants and Beneficiaries in the following order of priority:
 
(1)            vested Participants (regardless of whether they are actively employed) and their Beneficiaries; and
 
(2)            non-vested Participants (regardless of whether they are actively employed) and their Beneficiaries
 
(b)            Within each category, assets shall be allocated pro-rata with respect to the total present value of benefits expected for each Participant or Beneficiary within the category, and payments to each Participant or Beneficiary shall be made to the extent of the assets allocated to each Participant or Beneficiary.
 
(c)            Upon receipt of a contribution from the Company necessary to make up for a short-fall in the payments due, the Trustee shall resume payments to all the Participants and Beneficiaries under the
 
4 

 
Arrangements.  Following a Change in Control, the Trustee shall have the right and duty to compel a contribution to the Trust from the Company to make-up for any short-fall.
 
SECTION 5.                             Payments to the Company
 
(a)            Except as provided in Section 2(b), Section 3, Section 5(b), Section 8(a) and Section 14(c), the Company shall have no right or power to direct the Trustee to return to the Company or to divert to others any of the Trust assets before all payment of benefits have been made to the Participants and Beneficiaries pursuant to the terms of the Arrangements.
 
(b)            In the event that the Company, prior to a Change in Control, or the Trustee in its sole and absolute discretion, after a Change in Control, determines that the Trust assets exceed one-hundred ten percent (110%) of the anticipated benefit obligations and administrative expenses that are to be paid under the Arrangements, the Trustee, at the written direction of the Company, prior to a Change in Control, or the Trustee in its sole and absolute discretion, after a Change in Control, shall distribute to the Company such excess portion of Trust assets.
 
SECTION 6.                                     Investment Authority
 
(a)            The Trustee shall not be liable in discharging its duties hereunder, including without limitation its duty to invest and reinvest the Fund, if it acts for the exclusive benefit of the Participants and Beneficiaries, in good faith and as a prudent person would act in accomplishing a similar task and in accordance with the terms of this Trust Agreement and any applicable federal or state laws, rules or regulations.
 
(b)            Prior to a Change in Control, the Company shall have the right, subject to this Section, to direct the Trustee with respect to investments.
 
(1)            The Company may direct the Trustee to segregate all or a portion of the Fund in a separate investment account or accounts and may appoint one or more investment managers and/or an investment committee established by the Company to direct the investment and reinvestment of each such investment account or accounts.  In such event, the Company shall notify the Trustee of the appointment of each such investment manager and/or investment committee.  No such investment manager shall be related, directly or indirectly, to the Company, but members of the investment committee may be employees of the Company.
 
(2)            Thereafter, until a Change in Control, the Trustee shall make every sale or investment with respect to such investment account as directed in writing by the investment manager or investment committee.  It shall be the duty of the Trustee to act strictly in accordance with each direction.  The Trustee shall be under no duty to question any such direction of the investment manager or investment committee, to review any securities or other property held in such investment account or accounts acquired by it pursuant to such directions or to make any recommendations to the investment managers or investment committee with respect to such securities or other property.
 
(3)            Notwithstanding the foregoing, the Trustee, without obtaining prior approval or direction from an investment manager or investment committee, shall invest cash balances held by it from time to time in short term cash equivalents including, but not limited to, through the medium of any short term common, collective or commingled trust fund established
 
5 

 
and maintained by the Trustee subject to the instrument establishing such trust fund, U.S. Treasury Bills, commercial paper (including such forms of commercial paper as may be available through the Trustee’s trust department), certificates of deposit (including certificates issued by the Trustee in its separate corporate capacity) and similar type securities, with a maturity not to exceed one year; and, furthermore, sell such short term investments as may be necessary to carry out the instructions of an investment manager or investment committee regarding more permanent type investment and directed distributions.
 
(4)            The Trustee shall neither be liable nor responsible for any loss resulting to the Fund by reason of any sale or purchase of an investment directed by an investment manager or investment committee nor by reason of the failure to take any action with respect to any investment which was acquired pursuant to any such direction in the absence of further directions of such investment manager or investment committee.
 
(5)            Notwithstanding anything in this Agreement to the contrary, the Trustee shall be indemnified and saved harmless by the Company from and against any and all personal liability to which the Trustee may be subjected by carrying out any directions of an investment manager or investment committee issued pursuant hereto or for failure to act in the absence of directions of the investment manager or investment committee including all expenses reasonably incurred in its defense in the event the Company fails to provide such defense; provided, however, the Trustee shall not be so indemnified if it participates knowingly in, or knowingly undertakes to conceal, an act or omission of an investment manager or investment committee, having actual knowledge that such act or omission is a breach of a fiduciary duty; provided further, however, that the Trustee shall not be deemed to have knowingly participated in or knowingly undertaken to conceal an act or omission of an investment manager or investment committee with knowledge that such act or omission was a breach of fiduciary duty by merely complying with directions of an investment manager or investment committee or for failure to act in the absence of directions of an investment manager or investment committee.  The Trustee may rely upon any order, certificate, notice, direction or other documentary confirmation purporting to have been issued by the investment manager or investment committee which the Trustee believes to be genuine and to have been issued by the investment manager or investment committee.  The Trustee shall not be charged with knowledge of the termination of the appointment of any investment manager or investment committee until it receives written notice thereof from the Company.
 
(6)            The Company, prior to a Change in Control, may direct the Trustee to invest in securities (including stock and the rights to acquire stock) or obligations issued by the Company.
 
(7)            All rights associated with respect to any investment held by the Trust, including but not limited to, exercising or voting of proxies, in person or by general or limited proxy, shall be in accordance with and as directed in writing by the Company or its authorized representative.
 
(c)            Subsequent to a Change in Control, the Trustee shall have the power in investing and reinvesting the Fund in its sole discretion:
 
(1)            To invest and reinvest in any readily marketable common and preferred stocks (including any stock or security of the Company), bonds, notes, debentures (including convertible stocks and securities but not including any stock or security of the Trustee other than a de
 
6 

 
minimus amount held in a collective or mutual fund), certificates of deposit or demand or time deposits (including any such deposits with the Trustee), limited partnerships or limited liability companies, private placements and shares of investment companies, and mutual funds, without being limited to the classes or property in which the Trustees are authorized to invest by any law or any rule of court of any state and without regard to the proportion any such property may bear to the entire amount of the Fund.  Without limitation, the Trustee may invest the Trust in any investment company (including any investment company or companies for which the Trustee. or an affiliated company acts as the investment advisor) or, any insurance contract or contracts issued by an insurance company or companies in each case as the Trustee may determine provided that the Trustee may in its sole discretion keep such portion of the Trust in cash or cash balances for such reasonable periods as may from time to time be deemed advisable pending investment or in order to meet contemplated payments of benefits;
 
(2)            To invest and reinvest all or any portion of the Fund collectively through the medium of any proprietary mutual fund that may be established and maintained by the Trustee;
 
(3)            To commingle for investment purposes all or any portion of the Fund with assets of any other similar trust or trusts established by the Company with the Trustee for the purpose of safeguarding deferred compensation or retirement income benefits of its employees and/or directors;
 
(4)            To retain any property at any time received by the Trustee;
 
(5)            To sell or exchange any property held by it at public or private sale, for cash or on credit, to grant and exercise options for the purchase or exchange thereof, to exercise all conversion or subscription rights pertaining to any such property and to enter into any covenant or agreement to purchase any property in the future;
 
(6)            To participate in any plan of reorganization, consolidation, merger, combination, liquidation or other similar plan relating to property held by it and to consent to or oppose any such plan or any action thereunder or any contract, lease, mortgage, purchase, sale or other action by any person;
 
(7)            To deposit any property held by it with any protective, reorganization or similar committee, to delegate discretionary power thereto, and to pay part of the expenses and compensation thereof for any assessments levied with respect to any such property to be deposited;
 
(8)            To extend the time of payment of any obligation held by it;
 
(9)            To hold uninvested any moneys received by it, without liability for interest thereon, but only in anticipation of payments due for investments, reinvestments, expenses or disbursements;
 
(10)          To exercise all voting or other rights with respect to any property held by it and to grant proxies, discretionary or otherwise;
 
(11)          For the purposes of the Trust, to borrow money from others, to issue its promissory note or notes therefor, and to secure the repayment thereof by pledging any property held by it;
 
7 

 
(12)                             To employ suitable contractors and counsel, who may be counsel to the Company or to the Trustee, and to pay their reasonable expenses and compensation from the Fund to the extent not paid by the Company;
 
(13)                             To register investments in its own name or in the name of a nominee; and to combine certificates representing securities with certificates of the same issue held by it in other fiduciary capacities or to deposit or to arrange for the deposit of such securities with any depository, even though, when so deposited, such securities may be held in the name of the nominee of such depository with other securities deposited therewith by other persons, or to deposit or to arrange for the deposit of any securities issued or guaranteed by the United States government, or any agency or instrumentality thereof, including securities evidenced by book entries rather than by certificates, with the United States Department of the Treasury or a Federal Reserve Bank, even though, when so deposited, such securities may not be held separate from securities deposited therein by other persons; provided, however, that no securities held in the Fund shall be deposited with the United States Department of the Treasury or a Federal Reserve Bank or other depository in the same account as any individual property of the Trustee, and provided, further, that the books and records of the Trustee shall at all times show that all such securities are part of the Trust Fund;
 
(14)                             To settle, compromise or submit to arbitration any claims, debts or damages due or owing to or from the Trust, respectively, to commence or defend suits or legal proceedings to protect any interest of the Trust, and to represent the Trust in all suits or legal proceedings in any court or before any other body or tribunal; provided, however, that the Trustee shall not be required to take any such action unless it shall have been indemnified by the Company to its reasonable satisfaction against liability or expenses it might incur therefrom;
 
(15)                             Subject to Section 7, to hold and retain policies of life insurance, annuity contracts, and other property of any kind which policies are contributed to the Trust by the Company or any subsidiary of the Company or are purchased by the Trustee;
 
(16)                             To hold any other class of assets which may be contributed by the Company and that is deemed reasonable by the Trustee, unless expressly prohibited herein;
 
(17)                             To loan any securities at any time held by it to brokers or dealers upon such security as may be deemed advisable, and during the terms of any such loan to permit the loaned securities to be transferred into the name of and voted by the borrower or others; and
 
(18)                             Generally, to do all acts, whether or not expressly authorized, that the Trustee may deem necessary or desirable for the protection of the Fund.
 
(d)                                  Following a Change in Control, the Trustee shall have the sole and absolute discretion in the management of the Trust assets and shall have all the powers set forth under Section 6(c).  In investing the Trust assets, the Trustee shall consider:
 
(1)                                   the needs of the Arrangements;
 
(2)                                   the need for matching of the Trust assets with the liabilities of the Arrangements; and
 
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(3)                                   the duty of the Trustee to act solely in the best interests of the Participants and Beneficiaries.
 
(e)                                   The Trustee shall have the right, in its sole discretion, to delegate its investment responsibility to an investment manager who may be an affiliate of the Trustee.  In the event the Trustee shall exercise this right, the Trustee shall remain, at all times responsible for the acts of an investment manager.  The Trustee shall have the right to purchase an insurance policy or an annuity to fund the benefits of the Arrangements.
 
(f)                                     The Company shall have the right at any time, and from time to time in its sole discretion, to substitute assets (other than securities issued by the Trustee or the Company) of equal fair market value for any asset held by the Trust.  This right is exercisable by the Company in a nonfiduciary capacity without the approval or consent of any person in a fiduciary capacity; provided, however, that, following a Change in Control, no such substitution shall be permitted unless the Trustee determines that the fair market values of the substituted assets are equal.
 
SECTION 7.                                        Insurance Contracts
 
(a)                                   To the extent that the Trustee is directed by the Company prior to a Change in Control to invest part or all of the Trust Fund in insurance contracts, the type and amount thereof shall be specified by the Company.  The Trustee shall be under no duty to make inquiry as to the propriety of the type or amount so specified.
 
(b)                                  Each insurance contract issued shall provide that the Trustee shall be the owner thereof with the power to exercise all rights, privileges, options and elections granted by or permitted under such contract or under the rules of the insurer.  The exercise by the Trustee of any incidents of ownership under any contract shall, prior to a Change in Control, be subject to the direction of the Company.  After a Change in Control, the Trustee shall have all such rights.
 
(c)                                   The Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against an insurance policy held in the Trust Fund.
 
(d)                                  No insurer shall be deemed to be a party to the Trust and an insurer’s obligations shall be measured and determined solely by the terms of contracts and other agreements executed by the insurer.
 
SECTION 8.                                    Disposition of Income
 
(a)                                   Prior to a Change in Control, all income received by the Trust, net of expenses and taxes, may be returned to the Company or accumulated and reinvested within the Trust at the direction of the Company.
 
(b)                                  Following a Change in Control, all income received by the Trust, net of expenses and taxes payable by the Trust, shall be accumulated and reinvested within the Trust.
 
SECTION 9.                           Accounting by the Trustee
 
The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company and the Trustee.  Within forty-five (45) days following the close of each calendar year and
 
9 

 
within forty-five (45) days after the removal or resignation of the Trustee, the Trustee shall deliver to the Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or  receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be.  The Company may approve such account by an instrument in writing delivered to the Trustee.  In the absence of the Company’s filing with the Trustee objections to any such account within ninety (90) days after its receipt, the Company shall be deemed to have so approved such account.  In such case, or upon the written approval by the Company of any such account, the Trustee shall, to the extent permitted by law, be discharged from all liability to the Company for its acts or failures to act described by such account.  The foregoing, however, shall not preclude the Trustee from having its accounting settled by a court of competent jurisdiction.  The Trustee shall be entitled to hold and to commingle the assets of the Trust in one Fund for investment purposes but at the direction of the Company prior to a Change in Control, the Trustee shall create one or more sub-accounts.
 
SECTION 10.                      Responsibility of the Trustee
 
(a)                                   The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Arrangements or this Trust and is given in writing by the Company.  In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute, subject, however to Section 2(d).
 
(b)                                  The Company hereby indemnifies the Trustee against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust, unless resulting from the gross negligence or willful misconduct of Trustee.  To the extent the Company fails to make any payment on account of an indemnity provided in this Section 10(b), in a reasonably timely manner, the Trustee may obtain payment from the Trust.  If the Trustee undertakes or defends any litigation arising in connection with this Trust or to protect a Participant’s or Beneficiary’s rights under the Arrangements, the Company agrees to indemnify the Trustee against the Trustee’s costs, reasonable expenses and liabilities (including, without limitation, attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments.  If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust.
 
(c)                                   Prior to a Change in Control, the Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder.  Following a Change in Control, the Trustee shall select independent legal counsel and may consult with counsel or other persons with respect to its duties and with respect to the rights of the Participants and Beneficiaries under the Arrangements.
 
(d)                                  The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder and may rely on any determinations made by such agents and information provided to it by the Company.
 
(e)                                   The Trustee shall have, without exclusion, all powers conferred on the Trustee by applicable law, unless expressly provided otherwise herein.
 
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(f)                                     Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code.
 
SECTION 11. Compensation and Expenses of the Trustee
 
The Trustee’s compensation shall be as agreed in writing from time to time by the Company and the Trustee.  The Company shall pay all administrative expenses and the Trustee’s fees and shall promptly reimburse the Trustee for any fees and expenses of its agents.  If not so paid within thirty (30) days of being invoiced, the fees and expenses shall be paid from the Trust.
 
SECTION 12. Resignation and Removal of the Trustee
 
(a)                                   Prior to a Change in Control, the Trustee may resign at any time by written notice to the Company, which shall be effective sixty (60) days after receipt of such notice unless the Company and the Trustee agree otherwise.  Following a Change in Control, the Trustee may resign only after the appointment of a successor Trustee.
 
(b)                                  The Trustee may be removed by the Company on sixty days (60) days notice or upon shorter notice accepted by the Trustee prior to a Change in Control.  Subsequent to a Change in Control, the Trustee may only be removed by the Company with the consent of a Majority of the Participants.
 
(c)                                   If the Trustee resigns within two years after a Change in Control, as defined herein, the Company, or if the Company fails to act within a reasonable period of time following such resignation, the Trustee, shall apply to a court of competent jurisdiction for the appointment of a successor Trustee which satisfies the requirements of Section 13 or for instructions.
 
(d)                                  Upon resignation or removal of the Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee.  The transfer shall be completed within sixty (60) days after receipt of notice of resignation, removal or transfer, unless the Company extends the time limit.
 
(e)                                   If the Trustee resigns or is removed, a successor shall be appointed by the Company, in accordance with Section 13 hereof, by the effective date of resignation or removal under Section 12(a) or (b).  If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions.  All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.
 
SECTION 13.                          Appointment of Successor
 
(a)                                   If the Trustee resigns or is removed in accordance with Section 12, the Company may appoint, subject to Section 12, any third party national banking association with a market capitalization exceeding $100,000,000 to replace the Trustee upon resignation or removal.  The successor Trustee shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust.  The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer.
 
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(b)                                  The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 9 and 10.  The successor Trustee shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.
 
SECTION 14.                         Amendment or Termination
 
(a)                                   This Trust Agreement may be amended by a written instrument executed by the Trustee and the Company, except as otherwise provided in this Section 14.  Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Arrangements or shall make the Trust revocable.
 
(b)                                  Following a Change in Control, the Trust shall not terminate until the date on which the Participants and Beneficiaries have received all of the benefits due to them under the terms and conditions of the Arrangements.
 
(c)                                   Upon written approval of all the Participants and Beneficiaries entitled to payment of benefits pursuant to the terms of the Arrangements, the Company may terminate this Trust prior to the time all benefit payments under the Arrangements have been made.  All assets in the Trust at termination shall be returned to the Company.
 
(d)                                  This Trust Agreement may not be amended by the Company following a Change in Control without the written consent of a Majority of the Participants.
 
SECTION 15.              Change in Contro l
 
For purposes of this Trust, the following terms shall be defined as set forth below:
 
(a)                                   “Affiliate” has the meaning given such term under Rule 12b-2 of the General Rules and Regulations under the Exchange Act.
 
(b)                                  “Associate” has the meaning given such term under Rule 12b-2 of the General Rules and Regulations under the Exchange Act.
 
(c)                                   “Beneficial Owner” has the meaning given such term under Rule 13d-3 of the General Rules and Regulations under the Exchange Act.
 
(d)                                  “Change in Control” shall occur in the event:  (i) any Person shall become directly or indirectly the Beneficial Owner 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 Common Shares, or (ii) any Person completes a tender offer pursuant to Regulation 14D promulgated by the Securities and Exchange Commission under the Exchange Act, or any successor provision thereto, which results in such Person 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 Common Stock.
 
The Chief Executive Officer and Chief Financial Officer of the Company shall have the specific authority to determine whether a Change in Control has occurred and shall be required to give the Trustee notice of a Change in Control.  The Trustee shall be entitled to rely upon such notice, but if
 
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the Trustee receives notice of a Change in Control from another source, the Trustee shall make its own independent determination.
 
(e)                                   “Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.
 
(f)                                     “Group” means persons and entities that act in concert as described in Section 14(d)(2) of the Exchange Act (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 such capacity and other than any executive officer of the Company).
 
(g)                                  “Majority of Participants” shall mean 50% of the Participants or their Beneficiaries who have a vested account balance in the Arrangements under this Trust Agreement.
 
(h)                                  “Person” means and includes any individual, corporation, partnership or other person or entity and any Group and all Affiliates and Associates of any such individual, corporation, partnership, or other person or entity or Group.
 
SECTION 16.                                               Confidentiality
 
(a)                                   This Trust Agreement and certain information relating to the Trust is “Confidential Information” pursuant to applicable federal and state law, and as such it shall be maintained in confidence and not disclosed, used or duplicated, except as described in this section.  If it is necessary for the Trustee to disclose Confidential Information to a third party in order to perform the Trustee’s duties hereunder and the Company has authorized the Trustee to do so, the Trustee shall disclose only such Confidential Information as is necessary for such third party to perform its obligations to the Trustee and shall, before such disclosure is made, ensure that said third party understands and agrees to the confidentiality obligations set forth herein.  The Trustee and the Company shall maintain an appropriate information security program and adequate administrative and physical safeguards to prevent the unauthorized disclosure, misuse, alteration or destruction of Confidential Information, and shall inform the other party as soon as possible of any security breach or other incident involving possible unauthorized disclosure of or access to Confidential Information.  Confidential Information shall be returned to the disclosing party upon request.  Confidential Information does not include information that is generally known or available to the public or that is not treated as confidential by the disclosing party, provided, however, that this exception shall not apply to any publicly available information to the extent that the disclosure or sharing of the information by one or both parties is subject to any limitation, restriction, consent, or notification requirement under any applicable federal or state information privacy law or regulation.  If the receiving party is required by law, according to the advice of competent counsel, to disclose Confidential Information, the receiving party may do so without breaching this section, but shall first, if feasible and legally permissible, provide the disclosing party with prompt notice of such pending disclosure so that the disclosing party may seek a protective order or other appropriate remedy or waive compliance with the provisions of this section.
 
SECTION 17.                                                Miscellaneous
 
(a)                                   Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.
 
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(b)                                  The Company hereby represents and warrants that all of the Arrangements have been established, maintained and administered in accordance with all applicable laws, including without limitation, ERISA.  The Company hereby indemnifies and agrees to hold the Trustee harmless from all liabilities, including attorney’s fees, relating to or arising out of the establishment, maintenance and administration of the Arrangements.  To the extent the Company does not pay any of such liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust.
 
(c)                                   Benefits payable to the Participants and Beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.
 
(d)                                  This Trust Agreement shall be governed by and construed in accordance with the laws of North Carolina.
 
IN WITNESS WHEREOF, this Trust Agreement has been executed on behalf of the parties hereto on the day and year first above written.

 	 	GRANTOR:	
 	 	 	
 	 	CARLISLE COMPANIES INCORPORATED	

 	 	By:	    /s/ Steven J. Ford	
 	 	 	
 	 	Name:	    Steven J. Ford	
 	 	 	
 	 	Title:	    Vice President and Chief Financial Officer	

 	 	TRUSTEE:	
 	 	 	
 	 	WACHOVIA BANK, NATIONAL ASSOCIATION	
 	 	 	
ATTEST:	 	 	
 	 	 	
 	 	By:	 	
 	 	 	
 	 	Name:	 	
 	 	 	
Its:	 	 	Title:	 	

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Appendix A
 
Plans and Arrangements
 
The following Arrangements are covered by this Trust:
 
1 .                                        Carlisle Companies Incorporated Nonqualified Deferred Compensation Plan

Exhibit 12
 
RATIO OF EARNINGS TO FIXED CHARGES
 
The following table sets forth the Company’s ratio of earnings to fixed charges for the three months ended March 31, 2010 and the years ended December 31 as indicated:

 	 	Three Months	 	 	 	 	 	 	 	 	 	 	 	
 	 	Ended	 	Year Ended December 31,	 	
 	 	3/31/2010	 	2009	 	2008	 	2007	 	2006	 	2005	 	
Ratio of earnings to fixed charges	 	12.23	 	14.60	 	6.94	 	14.38	 	10.69	 	11.45	 	
 
                For purposes of computing the ratio of earnings to fixed charges, earnings are defined as earnings before income taxes from continuing operations, less interest on tax liabilities, plus fixed charges.  Fixed charges consist of interest expense (including capitalized interest, but excluding interest on tax liabilities) and the portion of rental expense that is representative of the interest factor.

Exhibit 31.1
 
Rule 13a-14(a)/15d-14(a) Certifications
 
I, David A. Roberts, certify that:
 
1.                I have reviewed this quarterly report on Form 10-Q of Carlisle Companies Incorporated;
 
2.                Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.                Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.                The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
 
(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.                The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 27, 2010	 	 	
 	 	 	
 	 	  /s/ David A. Roberts	
 	 	Name: David A. Roberts	
 	 	Title: President and Chief Executive Officer	

Exhibit 31.2
 
Rule 13a-14(a)/15d-14(a) Certifications
 
I, Steven J. Ford, certify that:
 
1.                I have reviewed this quarterly report on Form 10-Q of Carlisle Companies Incorporated;
 
2.                Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.                Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.                The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
 
(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5 .                The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 27, 2010	 	 	
 	 	 	
 	 	  /s/ Steven J. Ford	
 	 	Name: Steven J. Ford	
 	 	Title: Vice President and Chief Financial	
 	 	Officer	

Exhibit 32
 
Section 1350 Certification
 
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Carlisle Companies Incorporated, a Delaware corporation (the “Company”), does hereby certify that:
 
The Quarterly Report on Form 10-Q for the period ended March 31, 2010 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Dated:	April 27, 2010	By:	/s/ David A. Roberts	
 	 	Name: David A. Roberts	
 	 	Title: President and Chief Executive Officer	

Dated:	April 27, 2010	By:	/s/ Steven J. Ford	
 	 	Name: Steven J. Ford	
 	 	Title: Vice President and Chief Financial Officer