SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.142-12
Carlisle Companies Incorporated
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the
appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(II), 14a-6(i)(1), or 14a-8(i)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
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4) Proposed maximum aggregate value of transaction:
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* Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously, identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
CARLISLE COMPANIES INCORPORATED
250 SOUTH CLINTON STREET, SUITE 201
SYRACUSE, NEW YORK 13202-1258
(315) 474-2500
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
------------------------
The 1994 Annual Meeting of Shareholders of Carlisle Companies Incorporated
will be held at the offices of the Company, 250 South Clinton Street, Suite 201,
Syracuse, New York on Wednesday, April 20, 1994, at 12 noon for the following
purposes:
1. To elect four (4) Directors;
2. To act upon a proposal to amend the Executive Incentive Program to
increase the number of shares of common stock of the Company authorized for
issuance as option shares and to make related changes to the Program to
allow the Company full tax deductibility of compensation paid with respect
to stock options.
3. To transact any other business properly brought before the meeting.
Only shareholders of record at the close of business on February 23, 1994
will be entitled to vote whether or not they have transferred their stock since
that date.
SHAREHOLDERS ARE URGED TO FILL IN, SIGN, DATE AND MAIL THE ENCLOSED PROXY AS
PROMPTLY AS POSSIBLE.
By Order of the Board of Directors
SCOTT C. SELBACH,
SECRETARY
Syracuse, New York
March 9, 1994
------------------------
PROXY STATEMENT
------------------------
GENERAL
THE ENCLOSED PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. The cost of proxy
solicitation will be borne by the Company. In addition to the solicitation of
proxies by use of the mails, officers and regular employees of the Company may
devote part of their time to solicitation by telegraph, telephone or personal
calls. Arrangements may also be made with brokerage houses and other custodians,
nominees and fiduciaries for the forwarding of solicitation material to
beneficial owners and for reimbursement of their out-of-pocket and clerical
expenses incurred in that connection. Proxies may be revoked at any time prior
to voting.
The mailing address of the principal executive offices of the Company is
Carlisle Companies Incorporated, 250 South Clinton Street, Suite 201, Syracuse,
New York 13202-1258. This Proxy Statement and the enclosed Proxy together with
the 1993 Annual Report was mailed to shareholders on or about March 9, 1994. On
written request mailed to the attention of the Secretary of the Company, at the
address set forth above, the Company will provide without charge a copy of its
1993 annual report on Form 10-K filed with the Securities and Exchange
Commission.
VOTING SECURITIES
At the close of business on December 31, 1993, the Company had outstanding
15,253,124 shares of Common Stock of which 15,242,086 shares are entitled to
vote. The remaining 11,038 shares are not entitled to vote until the holders of
Carlisle Corporation common stock certificates exchange their certificates for
certificates issued by the Company. The exchange is governed by an Agreement of
Merger dated March 7, 1986 which was approved by shareholders of Carlisle
Corporation and became effective on May 30, 1986. Shares of the Company issued
pursuant to the exchange before the February 23, 1994 record date will be
entitled to vote at the Annual Meeting.
The Company's Restated Certificate of Incorporation provides that each
person who received his or her Common Stock in connection with the Merger is
entitled to five votes per share. Persons acquiring shares of the Company after
May 30, 1986 (the effective date of the Merger) are entitled to one vote per
share until the shares have been beneficially owned (as defined in the Restated
Certificate of Incorporation) for a continuous period of four years. The actual
voting power of each holder of Common Stock will be based on shareholder records
at the time of the meeting. See "Voting by Proxy and Confirmation of Beneficial
Ownership" beginning on page 13. In addition to the shares outstanding on
December 31, 1993, holders of shares issued from the treasury, other than for
the exercise of stock options, before the close of business on February 23, 1994
(the record date for determining shareholders entitled to vote at the meeting)
will be entitled to five votes per share unless the Board of Directors
determines otherwise at the time of authorizing such issuance.
SECURITY OWNERSHIP
A. BENEFICIAL OWNERS
The following table provides information as of December 31, 1993 as to the
number of shares and the percentage of the Company's Common Stock with respect
to any person who is known to the Company to be the beneficial owner of more
than five percent of any class of the Company's voting
1
securities. As defined in Securities and Exchange Commission Rule 13d-3,
"beneficial ownership" means essentially that a person has or shares voting or
investment decision power over shares. It does not necessarily mean that the
person enjoys any economic benefit from those shares.
NAME AND ADDRESS OF
BENEFICIAL OWNER NUMBER OF SHARES PERCENTAGE
- --------------------------------- ---------------- ----------
Pioneering Management Corporation 1,056,200 (b) 6.92
60 State Street
Boston, MA 02109
Mitchell Hutchins 944,200 (c) 6.19
Institutional Investors, Inc.
1285 Avenue of the Americas
New York, NY 10019
<FN>
- ------------------------
(a) The shares are held in various fiduciary capacities.
(b) Shareholder has sole voting power with respect to all shares, sole
dispositive power with respect to 98,300 shares and shared dispositive power
with respect to 957,900 shares.
(c) Shareholder has shared voting and dispositive powers with respect to all
shares.
B. NOMINEES, DIRECTORS AND OFFICERS
The following table provides information as of December 31, 1993, as
reported to the Company by the persons and members of the group listed, as to
the number of shares and the percentage of the Company's Common Stock
beneficially owned by: (i) each Director, nominee and executive officer named in
the Summary Compensation Table on page 7; and (ii) all Directors, nominees and
current officers of the Company as a group.
NAME OF DIRECTOR/EXECUTIVE OR
NUMBER OF PERSONS IN GROUP NUMBER OF SHARES PERCENTAGE
- -------------------------------------- --------------------------- ---------------
Magalen O. Bryant 840,201 (a)(b) 5.51
Donald G. Calder 6,605 (c) .04
Paul J. Choquette, Jr. 882 less than .01
Henry J. Forrest 81 less than .01
E. Douglas Kenna 61,912 (h) .40
Stephen P. Munn 459,074 (d)(e)(g)(h) 2.98
George L. Ohrstrom 1,109,622 (a)(b)(e) 7.27
Eriberto R. Scocimara 4,435 (f) .03
David G. Thomas 6,000 .04
Erskine N. White, Jr. 1,145 (i) less than .01
Dennis J. Hall 103,249 (g)(h) .67
Scott C. Selbach 20,800 (g)(h) .14
John S. Barsanti 12,371 (g)(h) .08
14 Directors and current officers as a
group 1,927,371 (g)(h) 12.32
<FN>
- ------------------------
(a) Includes 285,696 shares (1.87%) held by a trust for the benefit of Mrs.
Bryant's children as to which Mrs. Bryant and Mr. Ohrstrom are co-trustees.
Each disclaims beneficial ownership of these shares.
(b) Includes 201,600 shares (1.32%) held by the Ohrstrom Foundation, of which
Mrs. Bryant and Mr. Ohrstrom are co-trustees. Each disclaims beneficial
ownership of these shares.
2
(c) Includes 1,000 shares held by Mr. Calder's wife and 800 shares held by Mr.
Calder's wife as custodian for the benefit of their two children. Mr. Calder
disclaims beneficial ownership of these shares.
(d) Includes 2,600 shares held by Mr. Munn's wife and 600 shares held by Mr.
Munn's daughter. Mr. Munn disclaims beneficial ownership of these shares.
(e) Includes 245,696 shares (1.61%) held by a trust for the benefit of Mr.
Ohrstrom's children as to which Mr. Ohrstrom and Mr. Munn are co-trustees.
Each disclaims beneficial ownership of these shares.
(f) Includes 1,000 shares held by Mr. Scocimara's wife. Mr. Scocimara disclaims
beneficial ownership of these shares.
(g) Includes shares allocated to the accounts of the following named officers
and to other executive officers participating in the Company's Employee
Incentive Savings Plan; Mr. Kenna, 754 shares; Mr. Munn, 1,402 shares; Mr.
Hall, 1,249 shares; Mr. Selbach, 1,058 shares; Mr. Barsanti, 405 shares; and
other executive officers, 1,656 shares. Each participant in the Plan has the
right to direct the voting of shares allocated to his account. Shares are
held by the Employee Incentive Savings Plan trustee in a commingled trust
fund with beneficial interest allocated to each participant's account.
(h) Includes shares which the following named officers and other executive
officers have the right to acquire within 60 days through the exercise of
stock options issued by the Company; Mr. Kenna, 58,000 shares; Mr. Munn,
176,666 shares; Mr. Hall, 100,000 shares; Mr. Selbach, 18,666 shares; Mr.
Barsanti, 10,666 shares; and other executive officers, 30,666 shares. Shares
issued from the treasury of the Company pursuant to the exercise of stock
options have one vote per share until the stock issued upon exercise of the
options has been held for a continuous period of four years.
(i) All shares are held by a trust for the benefit of Mr. White.
BOARD OF DIRECTORS
A. ELECTION OF DIRECTORS
On April 22, 1991, the shareholders approved amendments to the Company's
Certificate of Incorporation providing for a classified Board of Directors under
which the Board was divided into three classes of Directors, each class as
nearly equal in number as possible. In accordance with the amendments, the Board
designated four Directors to serve a term expiring at the 1994 Annual Meeting.
At the meeting four (4) Directors are to be elected. The Directors will be
elected to serve for a three-year term until the 1997 Annual Meeting and until
their successors are elected and qualified. Proxies received by the Board of
Directors containing no instructions to the contrary will be voted for the four
nominees listed below. For voting purposes, proxies requiring confirmation of
the date of beneficial ownership received by the Board of Directors with such
confirmation not completed so as to show which shares beneficially owned by the
shareholder are entitled to five votes for each share will be voted with one
vote for each share. (See "Voting By Proxy and Confirmation of Beneficial
Ownership" beginning on page 13.) In the event any nominee is unable to serve
(an event management does not anticipate), the Proxy will be voted for a
substitute nominee selected by the Board of Directors.
3
NOMINEES FOR ELECTION
The following table sets forth certain information relating to each nominee,
as furnished to the Company by the nominee. Except as otherwise indicated, each
nominee has had the same principal occupation or employment during the past five
years.
POSITIONS WITH COMPANY, PRINCIPAL OCCUPATION, PERIOD OF SERVICE
NAME AGE AND OTHER DIRECTORSHIPS AS DIRECTOR (A)
- ----------------------------- --- ---------------------------------------------- ----------------------------
Magalen O. Bryant (b) 65 Investor in various corporations. Director of April, 1978 to date
Dover Corporation and O'Sullivan Corp. Member
of the Audit and Pension & Benefits Committees
of the Company.
Paul J. Choquette, Jr. 55 President of Gilbane Building Company. April, 1991 to date
Chairman of Gilbane Properties, Inc., a real
estate development and management company.
Director of Fleet Financial Group, Inc. and
Eastern Utilities Associates. Chairman of the
Audit Committee and member of the Pension &
Benefits Committee of the Company.
Stephen P. Munn 51 President and Chief Executive Officer, since September, 1988 to date
September, 1988, and Chairman of the Board,
since January, 1994, of the Company. Member of
Executive Committee of the Company.
George L. Ohrstrom (b) 66 Member of firm of G. L. Ohrstrom & Co. April, 1963 to date
Director of Roper Industries, Inc., Harrow
Industries, Inc. and Dover Corporation.
Chairman of Executive and Compensation
Committees of the Company.
DIRECTORS WITH UNEXPIRED TERMS
The following table sets forth certain information relating to each Director
whose term has not expired, as furnished to the Company by the Director. Except
as otherwise indicated, each Director has had the same principal occupation or
employment during the past five years.
POSITIONS WITH COMPANY, PRINCIPAL OCCUPATION, PERIOD OF SERVICE
NAME AGE AND OTHER DIRECTORSHIPS AS DIRECTOR (A)
- ----------------------------- --- ---------------------------------------------- ----------------------------
Donald G. Calder 56 Member of firm of G. L. Ohrstrom & Co., a December, 1984 to date
private investment firm. Director of Central
Securities Corporation, Roper Industries, Inc.
and Harrow Industries, Inc. Member of
Executive and Audit Committees of the Company.
Henry J. Forrest 60 Director and past President and Chief August, 1993 to date
Operating Officer of Inter-City Products
Corporation. Member of Audit and Pension &
Benefits Committees of the Company.
4
POSITIONS WITH COMPANY, PRINCIPAL OCCUPATION, PERIOD OF SERVICE
NAME AGE AND OTHER DIRECTORSHIPS AS DIRECTOR (A)
- ----------------------------- --- ---------------------------------------------- ----------------------------
E. Douglas Kenna(c) 69 Chairman of the Board of Directors from April, 1975 to January, 1994
August, 1989 to January, 1994. Member of firm
of G. L. Ohrstrom & Co., Director of Phillips
Petroleum Corporation, Fleet Financial Group,
Inc., Harrow Industries, Inc., and Roper
Industries, Inc.
Eriberto R. Scocimara 58 President of Scocimara & Co., Inc.; Partner, July, 1970 to date
The Contrarian Group. President, 1991-1992,
LCS -- America, Inc. Executive Vice President,
1988-1990, The Thompson Company. Director of
Quaker Fabric Corporation. Member of Executive
and Compensation Committees and Chairman of
Pension & Benefits Committee of the Company.
David G. Thomas 68 Chairman of The Fleming Enterprise Investment November, 1989 to date
Trust PLC., a United Kingdom investment trust
and a director of various corporations
including Dover Corporation and Interface,
Inc. Member of Audit, Pension & Benefits and
Compensation Committees of the Company.
Erskine N. White, Jr. 69 President of E.N. White Management April, 1982 to date
Corporation, a business and financial
consulting firm. Director of Rhode Island
Hospital Trust Corporation and Keyport
Insurance Company. Member of Executive
Committee of the Company.
<FN>
- ------------------------
(a) Information reported includes service as a director of Carlisle Corporation,
the Company's predecessor.
(b) Mrs. Bryant and Mr. Ohrstrom are related to one another as sister and
brother.
(c) Mr. Kenna retired as a director and Chairman of the Board of the Company on
January 1, 1994.
B. MEETINGS OF THE BOARD AND CERTAIN COMMITTEES; REMUNERATION OF DIRECTORS
During 1993, the Board of Directors of the Company held six meetings. The
annual fee paid to each Director who is not a member of management is $20,000.
Each such Director may elect to receive the entire annual fee in cash or
one-half of the fee in cash and shares of common stock of the Company with a
market value equal to one-half of the fee. The fee paid to such Directors for
each meeting attended is $750.
The Board has standing Executive, Audit, Compensation and Pension and
Benefits Committees.
The Executive Committee has the authority to exercise all powers of the
Board of Directors between regularly scheduled Board meetings. During 1993, the
Executive Committee met five times.
5
Each member of the Executive Committee who is not a member of management
receives an annual fee of $15,000; the Chairman of the Committee receives an
additional fee of $8,000. In addition, each such member receives $300 for each
meeting attended.
The functions of the Audit Committee consist of annually recommending to the
Board of Directors the appointment of independent auditors; reviewing with such
auditors the plan and results of the auditing engagement; reviewing the scope
and results of the Company's procedures for internal auditing; and reviewing the
adequacy of the Company's system of internal accounting controls. During 1993,
the Audit Committee held four meetings. Members of the Audit Committee each
receive $300 for each meeting attended; the Chairman of the Committee receives
an additional fee of $5,000 and each member of the Committee receives an annual
fee of $1,000.
The Compensation Committee administers the Company's incentive programs and
decides upon annual salary adjustments and discretionary bonuses for various
employees of the Company. During 1993, the Compensation Committee met twice.
Members of the Compensation Committee each receive $300 for each meeting
attended; the Chairman of the Committee receives an additional fee of $3,000 and
each member of the Committee receives an annual fee of $1,000.
The Pension and Benefits Committee monitors the performance of the Company's
pension and benefits programs and implements changes recommended by the Board.
During 1993, the Pension and Benefits Committee met twice. Members of the
Pension and Benefits Committee each receive $300 for each meeting attended and
the Chairman of the Committee receives an additional fee of $3,000 and each
member of the Committee receives an annual fee of $1,000.
Occasionally Directors are asked to serve on special committees and are
typically paid $300 for each meeting attended or $1,000 for a visit to a plant
site which may require an overnight stay.
For 1993 all Directors attended at least 75% of the aggregate of (i) the
total number of Board of Directors meetings which he or she was eligible to
attend and (ii) all meetings of committees of the Board on which the director
served.
Each Director who is not a member of management is a participant in a
Director Retirement Program. Each such Director who has attained, as of the
effective date, or subsequently attains five years of service on the Board as a
non-employee from the date of his or her election to the Board is eligible to
receive retirement benefits under the Program. Upon retirement from the Board,
each eligible Director will receive monthly payments equal to 1/12 (one-twelfth)
the annual fee paid to each Director (cash and stock) in effect on the date of
retirement. The Program payments continue for the number of years equal to each
Director's years of service on the Board; or until the death of the Director,
whichever occurs first. In the event a retired Director receiving payments dies
before receiving his or her full benefit; the Director's surviving spouse will
receive the remaining benefits until the spouse's death or the benefit is
completed, whichever occurs first.
6
COMPENSATION OF EXECUTIVE OFFICERS
A. SUMMARY COMPENSATION TABLE
The following table discloses compensation received by the Company's Chief
Executive Officer and the four remaining most highly paid executive officers for
the three fiscal years ended December 31, 1993:
LONG TERM
COMPENSATION
ANNUAL -------------
COMPENSATION (1) SECURITIES
NAME AND -------------------- UNDERLYING OTHER ALL
PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS (3) COMP. (2)
- ----------------------- --------- --------- --------- ------------- -----------
S. P. Munn 1993 $ 425,000 $ 350,000 100,000 $ 9,433
President & Chief 1992 375,000 280,000 50,000 5,819
Executive Officer 1991 375,000 225,000 40,000 5,650
D. J. Hall 1993 275,000 200,000 30,000 7,815
Executive V.P., 1992 237,000 165,000 20,000 5,819
Treasurer and 1991 215,000 120,000 30,000 7,768
Chief Financial
Officer
E. D. Kenna 1993 200,000 100,000 0 9,370
Chairman of the 1992 200,000 100,000 20,000 5,819
Board 1991 200,000 100,000 20,000 1,667
S. C. Selbach 1993 133,000 70,000 4,000 7,032
V.P., Secretary & 1992 127,000 38,000 4,000 5,928
General Counsel 1991 120,000 30,000 4,000 5,650
J. S. Barsanti 1993 121,800 47,356 4,000 6,572
Vice President, 1992 116,050 37,700 4,000 3,626
Planning and 1991 85,537 30,000 4,000 0
Administration
<FN>
- ------------------------------
(1) Includes amounts earned in fiscal year.
(2) Vested and non-vested contribution to the Company 401(k) plan.
(3) Common stock of the Company. Reflects adjustment for two-for-one stock split
on June 1, 1993.
B. STOCK OPTION GRANTS IN 1993
The following table discloses information on stock option grants in fiscal
1993 to the named executive officers and the potential stock price appreciation
to all shareholders and all optionees and restricted share recipients assuming
the rates of appreciation set forth below.
INDIVIDUAL GRANTS
---------------------------------------------------- *POTENTIAL PRE-TAX (3)
NUMBER OF % OF TOTAL REALIZABLE VALUE AT ASSUMED
SECURITIES OPTIONS ANNUAL RATES OF STOCK PRICE
UNDERLYING GRANTED TO EXERCISE APPRECIATION FOR OPTION TERM
OPTIONS EMPLOYEES IN PRICE EXPIRATION ----------------------------
NAME GRANTED (#) FISCAL YEAR ($/SH)(1) DATE (2) 5% 10%
- --------------------------------------- ----------- ------------- ----------- ----------- ------------- -------------
Stephen P. Munn 100,000 34.0 $ 24.63 2/9/03 $ 1,551,690 $ 3,916,170
Dennis J. Hall 30,000 10.2 24.63 2/9/03 465,507 1,174,851
E. Douglas Kenna 0 0 -- -- 0 0
Scott C. Selbach 4,000 1.4 24.63 2/9/03 62,068 156,647
John S. Barsanti 4,000 1.4 24.63 2/9/03 62,068 156,647
All Optionees and Restricted Share
Recipients as a Group (4) 4,896,653 12,358,219
All Shareholders as a Group (4) 237,090,412 598,371,039
<FN>
- ------------------------------
(1) Adjusted for two-for-one stock split on June 1, 1993.
(2) Options are exercisable 33.3% on 2/10/93; 33.3% on 2/10/94 and the balance
on 2/10/95 and thereafter, cumulatively, through the expiration date.
(3) Prior to applicable federal, state and other taxes.
(4) Under the Company's Executive Incentive Program, certain employees of the
Company's operating divisions and subsidiaries who are not named in the
Summary Compensation Table are eligible to receive stock options and shares
of restricted stock of the Company. Separate rows are added to the table for
recipients of all equity based Company compensation as a group and for all
shareholders as a group to illustrate the potential stock price appreciation
to all shareholders.
7
C. AGGREGATED OPTION EXERCISES IN 1993 AND YEAR END VALUES
The following table discloses information on stock option exercises in
fiscal 1993 by the named executive officers and the value of each officers'
unexercised stock options on December 31, 1993.
PRE-TAX(1) VALUE OF
UNEXERCISED,
NUMBER OF SECURITIES IN-THE-MONEY OPTIONS
UNDERLYING UNEXERCISED AT
OPTIONS AT FISCAL YEAR FISCAL YEAR END (2)(3)
END (#)(3) ($)
SHARES ACQUIRED ON PRE-TAX (1) VALUE -------------------------- ----------------------
NAME EXERCISE (#) REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
-------------------- ------------------- ----------------- -------------------------- ----------------------
Stephen P. Munn 0 0 126,666 83,334 $1,718,926 $ 813,674
Dennis J. Hall 0 0 83,333 26,667 1,258,462 267,138
E. Douglas Kenna 0 0 51,333 8,667 822,362 126,638
Scott C. Selbach 0 0 16,000 4,000 242,597 41,764
John S. Barsanti 0 0 8,000 4,000 112,037 41,764
<FN>
- ------------------------------
(1) Prior to applicable federal, state and other taxes.
(2) Total value of options based on a fair market value of Company stock of
$33.38 as of December 31, 1993.
(3) Adjusted for two-for-one stock split on June 1, 1993.
D. PENSION PLAN TABLE
The following table discloses estimated annual benefits payable upon
retirement with respect to the retirement plans for employees of the Company and
its subsidiaries.
YEARS OF SERVICE
---------------------------------------------------------------
REMUNERATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ------------- ----------- ----------- ----------- ----------- -----------
$ 150,000 $ 31,810 $ 42,410 $ 53,010 $ 63,620 $ 74,220
200,000 43,060 57,410 71,760 86,120 100,470
250,000 54,310 72,410 90,510 108,620 126,720
300,000 65,560 87,410 109,260 131,120 152,970
350,000 76,810 102,410 128,010 153,620 179,220
400,000 88,060 117,410 146,760 176,120 205,470
450,000 99,310 132,410 165,510 198,620 231,720
500,000 110,560 147,410 184,260 221,120 257,970
550,000 121,810 162,410 203,010 243,620 284,220
600,000 133,060 177,410 221,760 266,120 310,470
650,000 144,310 192,410 240,510 288,620 336,720
700,000 155,560 207,410 259,260 311,120 362,970
750,000 166,810 222,410 278,010 333,620 389,220
800,000 178,060 237,410 296,760 356,120 415,470
850,000 189,310 252,410 315,510 378,620 441,720
900,000 200,560 267,410 334,260 401,120 467,970
950,000 211,810 282,410 353,010 423,620 494,220
Compensation covered by the pension plan of the Company and its subsidiaries
includes total cash remuneration in the form of salaries and bonuses (shown in
the Annual Compensation columns of the Summary Compensation Table). Benefits are
computed as a percentage of final average earnings, subject to reductions for
Social Security amounts.
As of December 31, 1993, the full years of credited service under the plans
for each of the following individuals were as follows: Mr. Munn, 4 years; Mr.
Hall, 3 years; Mr. Kenna, 3 years; Mr. Selbach, 3 years; and Mr. Barsanti, 2
years.
E. COMPENSATORY ARRANGEMENTS AND RELATED TRANSACTIONS
The Company has outstanding agreements with certain executive employees of
the Company selected by the Board of Directors, which agreements provide that
the individuals will not, in the event of the commencement of steps to effect a
change of control, voluntarily leave the employ of the
8
Company until a third person has terminated his or its efforts to effect a
Change of Control (defined generally as acquisition of 20% or more of the
outstanding voting shares or a change in a majority of the Board of Directors)
or until a Change of Control has occurred.
In the event of a termination of the individual's employment within three
years of a Change in Control, the executive is entitled to three years'
compensation, including bonus, retirement benefits equal to the benefits he
would have received had he completed three additional years of employment,
continuation of all life, accident, health, savings, and other fringe benefits
for three years, and relocation assistance.
At any time prior to a Change of Control, the Board of Directors of the
Company may amend, modify or terminate any such agreement. The Board of
Directors may also, at any time, terminate an agreement with respect to any
executive employee who is affiliated with any group seeking or accomplishing a
Change of Control. Mr. Munn, Mr. Hall, Mr. Selbach and Mr. Barsanti are each a
party to such an agreement.
F. PERFORMANCE GRAPH
The following graph shows a five-year comparison of cumulative total returns
for the Company, the S&P 500 Composite Index and the Russell 2000 Index.
[PROXY PERFORMANCE GRAPH]
G. REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The policies of the Compensation Committee of the Board of Directors of
Carlisle Companies Incorporated are highly performance-related and are intended
to motivate and reward individual performance that contributes to the attainment
of the operational, financial and strategic goals set by management to build
shareholder value.
Executive officers of the Company receive an annual base salary and are
eligible for grants of stock options and performance-based cash bonuses. The
Committee evaluates subjective individual and objective Company performance
criteria in determining the size of the various components of compensation.
However, no pre-established compensation targets are set nor are any specific
objective performance criteria or pre-established weights thereof assigned to
any component to the exclusion of others.
Base salaries are normally adjusted annually, based upon general industry
changes in salary levels, individual and Company performance and levels of
duties and responsibilities.
Annual cash bonuses awarded to executive officers are based on a percentage
of each officers' base salary. The percentage of base salary for each officer is
determined each year by the Committee based
9
on an unweighted subjective evaluation of individual performances as reported to
the Committee by the Chief Executive Officer, an objective review of Company
performance criteria and other factors as the Committee deems appropriate.
Stock options are generally awarded annually under a provision of the
Company's Executive Incentive Plan which gives the Committee discretion to award
stock options to executive employees. Under proposed amendments to the stock
option plan, stock options will generally be granted with an option price equal
to the fair market value of the Company's stock on the date of grant. This
assures that compensation attributable to the exercise of stock options is paid
solely on account of the attainment of a specified performance goal, namely,
appreciation in value of the Company's stock. This feature also functions to
reward executive officers only to the extent that the Company's shareholders
have benefitted from share appreciation. Additionally, in order to provide an
objective formula for determining the maximum amount of compensation an
executive officer may receive on the exercise of stock options, no participant
may receive options to acquire more than one hundred thousand (100,000) option
shares in any one fiscal year period. While the number of stock options awarded
to any executive officer by the Committee is not determined by a pre-established
plan formula, the Committee reviews individual and Company performance criteria
and other factors it deems appropriate in awarding stock options.
With respect to compensation earned by the executive officers of the Company
in 1993 (including bonus compensation paid in 1994), the Committee reviewed and
measured each executive's individual contributions to the progress made by the
Company toward accomplishing its financial and strategic goals, including
performance against the critical success factors outlined in last year's annual
report. Of course, industry standards and global economic conditions also
influenced executive compensation decisions by the Committee.
Compensation paid to Mr. Stephen P. Munn, the Company's Chief Executive
Officer, was assessed on both qualitative and quantitative performance based
measures. While the Committee included in Mr. Munn's performance measurement a
comparative review of Company financial figures and ratios, which it found
favorable, principal among all criteria considered by the Committee in
establishing Mr. Munn's compensation was the continued significant enhancement
in shareholder value. For calendar year 1993, total return in shareholder value
exceeded 45 percent as compared with returns of 10 to 19 percent in the other
Performance Graph indices. Total market value of the Company's stock increased
over $150 million in calendar year 1993. Dividends increased almost 6 percent,
enabling the Company to pass on a portion of the Company's earnings to
shareholders. Under Mr. Munn, the Company instituted a two-for-one stock split
in June, a step intended to broaden the market for shares of the Company and
reduce share price volatility through increased trading.
CARLISLE COMPANIES INCORPORATED
COMPENSATION COMMITTEE
George L. Ohrstrom, CHAIRMAN
Eriberto R. Scocimara
David G. Thomas
10
PROPOSED AMENDMENTS TO THE EXECUTIVE INCENTIVE PROGRAM
(a) CURRENT PROGRAM. The Company maintains an Executive Incentive Program
(the "Program") for executives and certain other employees of the Company and
its divisions and subsidiaries. The Program, effective January 1, 1988, was
approved by the shareholders on April 20, 1988. Subsequent to its adoption, the
Compensation Committee and Board of Directors of the Company approved amendments
to the Program. The amendments did not change the requirements as to eligibility
for participation nor did they increase the number of securities which may be
issued or materially modify the benefits accruing to participants.
The Program contains a Cash Bonus and Restricted Stock Plan available only
to certain employees of the Company's operating divisions and operating
subsidiaries who are eligible to receive cash bonuses and/or shares of
restricted stock. The Program also has a Stock Option Plan available to certain
employees who are not eligible to receive cash or restricted stock awards under
the Cash Bonus and Restricted Stock Plan.
Selected employees in the corporate offices of the Company are eligible to
participate in the Stock Option Plan under which each eligible employee is
entitled to purchase a number of shares determined by reference to his or her
position and compensation level. Stock options granted under this plan may be
either non-qualified options or Incentive Stock Options ("ISOs") and may be
exercised during the calendar year following completion of a five-year period
commencing with the first day of the calendar year of the award. Payment of the
option price upon exercise may be made solely in cash or may be made through the
exchange of previously acquired common stock of the Company. The Compensation
Committee also has discretion under the Stock Option Plan to select as
discretionary participants other employees who are not eligible to receive the
foregoing stock options, such discretionary participants to be eligible to
receive stock option grants subject to terms designated by the Compensation
Committee. The total number of shares of common stock of the Company authorized
for issuance as option shares are four hundred thousand (400,000) shares. The
Program provides for appropriate adjustment in the number of shares subject to
options previously granted, whether exercisable or not, and in the exercise
price per share, in the event of a capital reorganization or reclassification,
stock dividend, split-up, combination, exchange, or other similar change in the
shares of the common stock of the Company. In addition, the Program provides for
the acceleration of the payment of certain awards in the event of certain major
stock and non-stock transactions involving the Company. On December 31, 1993,
the closing price of the Company's Common Stock on the New York Stock Exchange
was $33.38 per share.
In general, the tax consequences of stock options granted under the Stock
Option Plan depends upon whether the options are non-qualified options or ISOs.
With regard to non-qualified options, a participant will recognize ordinary
income upon exercise of the option to the extent the fair market value of the
common stock of the Company on the date of exercise exceeds the option price.
The Company will be allowed a deduction equal to the amount of such ordinary
income. By contrast, a participant will recognize no income upon the exercise of
an ISO. In addition, if the common stock of the Company acquired through the
exercise of the ISO is held for two years from the date of grant and one year
from the date of exercise, the participant will recognize a long-term capital
gain or loss on the disposition of the stock. If, however, the stock is disposed
of before the end of the holding period, the participant will recognize ordinary
income equal to the difference between the option price and the lesser of the
fair market value on the date of exercise or the amount realized upon
disposition of the stock, and the Company will be allowed a tax deduction equal
to such amount. Any excess of the amount realized upon sale over the fair market
value of the stock on the date of exercise will be taxed as a capital gain to
the participant. If, upon exercise, a participant exchanges shares of previously
acquired stock, he will generally recognize no gain or loss on the transaction,
although the basis of the newly acquired shares of stock will be limited to the
basis of the previously acquired stock used in the exchange plus any cash paid.
Moreover, if the stock proffered in the exchange was previously acquired through
the exercise of an ISO, then the participant must comply with the holding period
applicable to
11
that ISO or he will recognize ordinary income as described above. In certain
cases, the acceleration of the payment of certain awards in the case of certain
major stock and non-stock transactions involving the Company may result in the
imposition of an excise tax on the participant and the nondeductibility of the
award to the Company.
The current Program contains no maximum limitation on the number of shares
subject to option which may be awarded to any participant over any specified
period. The Compensation Committee may determine the option price of a
non-qualified stock option in its sole discretion so long as such price is not
less than fifty percent (50%) of the fair market value of the common stock of
the Company on the date of grant.
Under the Stock Option Plan, as of December 31, 1993, the Company has
granted the following persons options to purchase the number of shares (where
necessary, as adjusted to reflect a two-for-one stock split on June 1, 1993) set
forth next to their name: Mr. Munn, President & Chief Executive Officer, 230,000
shares; Mr. Kenna, Chairman of the Board, 60,000 shares; Mr. Hall, Executive
Vice President, Treasurer & Chief Financial Officer, 110,000 shares; Mr.
Selbach, Vice President, Secretary & General Counsel, 20,000 shares; Mr.
Barsanti, Vice President, Planning and Administration, 12,000 shares; all
current executive officers as a group, 469,000 shares; and all employees (except
current executive officers) as a group, 259,327 shares. The number of stock
options which may be granted in the future under the Stock Option Plan to the
above named persons is not determinable at this time.
(b) PROPOSED AMENDMENTS. The Compensation Committee and Board of Directors
of the Company have unanimously approved amendments (the "Amendments") to the
Program's Stock Option Plan and recommend that the shareholders of the Company
approve the Amendments. The proposed Amendments would (i) allow for continuation
of the Stock Option Plan by providing additional shares of stock of the Company
for issuance as option shares, and (ii) make certain other changes to the
Program to allow the Company to deduct, for Federal tax purposes, the full
amount of compensation paid with respect to stock options.
The Compensation Committee and Board of Directors of the Company believe
that continuation of the Stock Option Plan will serve a useful purpose in
attracting, retaining and motivating key personnel of the Company and in
enhancing their interests in the Company's continued success and that
preservation of Company income tax deductions with respect to stock option
compensation is in the best interests of the Company.
Under the first Amendment, the aggregate number of shares of common stock of
the Company that may be issued pursuant to the Stock Option Plan would be
increased from four hundred thousand (400,000) shares to one million (1,000,000)
shares, thereby providing an additional six hundred thousand (600,000) shares
available for grant as option shares.
The remaining Amendments would add provisions to the Program required to
bring the Stock Option Plan into compliance with newly enacted Section 162(m) of
the Internal Revenue Code of 1986, as amended, including the Treasury
Regulations thereunder (applicable to the Company for years ending after January
1, 1994). The Company's compliance with the new tax law is required to preserve
full deductibility by the Company of compensation paid to employees in the form
of stock options. Under these Amendments, (i) the number of shares subject to
any stock option granted to any eligible participant in any one fiscal year
period may not exceed one hundred thousand (100,000), (ii) all stock options,
except those specifically designated by the Compensation Committee as not
satisfying the new tax law provisions, must be granted with an option price no
less than one hundred percent (100%) of the fair market value of the Company's
common stock on the date of grant, and (iii) no amendment may be made to the
above Amendments without the approval of the shareholders of the Company.
Other than as described in the proposed Amendments, no changes are proposed
in the title or amount of securities underlying the stock options, the prices,
expiration dates or other material
12
conditions upon which the stock options may be exercised or in the consideration
received by the Company for the granting of stock options. Other than as
described above with respect to the full tax deductibility by the Company of
compensation paid with respect to stock options, the Amendments will not alter
the Federal income tax consequences to the Company or the recipients on the
issuance or exercise of stock options.
The full text of the proposed Amendments is attached to this Proxy Statement
as Annex B.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
PROPOSED AMENDMENTS TO THE COMPANY'S EXECUTIVE INCENTIVE PROGRAM.
SELECTION OF AUDITORS
KPMG Peat Marwick audited the accounts of the Company and its subsidiaries
for the year ended December 31, 1993. On March 4, 1994, upon the recommendation
and approval of the Audit Committee, the Company appointed the accounting firm
of Arthur Andersen & Co. as independent accountants for fiscal year 1994 to
replace KPMG Peat Marwick effective with such appointment. One or more
representatives of both KPMG Peat Marwick and Arthur Andersen & Co. are expected
to be present at the meeting and will be given an opportunity to make a
statement, if they so desire, and to respond to appropriate questions of
shareholders in attendance.
During the two most recent fiscal years and interim period subsequent to
December 31, 1993, there have been no disagreements with KPMG Peat Marwick on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure or any reportable events.
KPMG Peat Marwick's report on the financial statements of the Company for
the past two years contained no adverse opinion or disclaimer of opinion and was
not qualified or modified as to uncertainty, audit scope or accounting
principles.
SHAREHOLDER PROPOSALS FOR PRESENTATION
AT THE 1995 ANNUAL MEETING
If a shareholder of the Company wishes to present a proposal for
consideration for inclusion in the Proxy Statement for the 1995 Annual Meeting,
the proposal must be sent by Certified Mail -- Return Receipt Requested and must
be received at the executive offices of the Company, 250 South Clinton Street,
Suite 201, Syracuse, New York 13202-1258, Attn: Secretary, no later than
November 10, 1994. All proposals must conform to the rules and regulations of
the Securities and Exchange Commission.
VOTING BY PROXY AND CONFIRMATION OF BENEFICIAL OWNERSHIP
To assure that your shares will be represented at the meeting, please
complete, sign, and return the enclosed Proxy in the envelope provided for that
purpose whether or not you expect to attend. Shares represented by a valid Proxy
will be voted as specified.
Any shareholder, without affecting any vote previously taken, may revoke a
proxy by a later-dated proxy or by giving notice of revocation to the Company in
writing (addressed to the Company at 250 South Clinton Street, Suite 201,
Syracuse, New York 13202-1258 Attention: Secretary) or in open meeting.
The number of votes that each shareholder will be entitled to cast at the
meeting will depend on when the shares were acquired and whether or not there
has been a change in beneficial ownership since the date of acquisition with
respect to each of such holder's shares.
Shareholders whose shares of common stock are held by brokers or banks or in
nominee name are requested to confirm to the Company how many of the shares they
own as of February 23, 1994 were beneficially owned before February 23, 1990,
entitling such shareholder to five votes per share, and how many were acquired
after February 22, 1990, entitling such shareholder to one vote per share. If no
confirmation of beneficial ownership is received from a shareholder at least
three (3) business days
13
prior to the Annual Meeting, it will be deemed by the Company that beneficial
ownership of all shares was effected after February 22, 1990, and the
shareholder will be entitled to one vote for each share. If a shareholder
provides incorrect information, he may provide correct information at any time
at least three (3) business days prior to the voting of his shares at the Annual
Meeting.
Proxy cards are being furnished to shareholders of record on February 23,
1994 whose shares of Common Stock on the records of the Company show the
following:
(i) that such shareholder had beneficial ownership of such shares before
February 23, 1990, and there has been no change since that date, thus
entitling such shareholder to five votes for each share; or
(ii) that beneficial ownership of such shares was effected after
February 22, 1990, thus entitling such shareholder to one vote for each
share; or
(iii) that the dates on which beneficial ownership of such shares was
effected are such that such shareholder is entitled to five votes for some
shares and one vote for other shares.
Printed on the proxy card for each individual shareholder of record is the
number of shares of Common Stock for which he is entitled to cast five votes
each and/or one vote each, as the case may be, as shown on the records of the
Company.
Shareholders of record are urged to review the number of shares shown on
their proxy cards in the five-vote and one-vote categories. If the number of
shares shown in a voting category is believed to be incorrect, the shareholder
should notify the Company in writing of that fact and either enclose such notice
along with his proxy card in the postage-paid, return envelope, or mail such
notice directly to the Company at the address indicated above. The shareholder
should identify the shares improperly classified for voting purposes and provide
information as to the date beneficial ownership was acquired by him. Any such
notification of improper classification of votes must be made at least three (3)
business days prior to the Annual Meeting or the shareholder will be entitled at
the Annual Meeting to the number of votes indicated on the records of the
Company.
In certain cases record ownership may change but beneficial ownership for
voting purposes does not change. The Restated Certificate of Incorporation of
the Company states the exceptions where beneficial ownership is deemed not to
have changed upon the transfer of shares of Common Stock. Shareholders should
consult the pertinent provision of the Restated Certificate of Incorporation
attached as Annex A for those exceptions.
By resolution duly adopted by the Board of Directors of the Company pursuant
to subparagraph B(v) of Article Fourth of the Restated Certificate of
Incorporation, the following procedures have been adopted for use in determining
the number of votes to which a shareholder is entitled.
(i) The Company may accept the written and signed statement of a
shareholder to the effect that no change in beneficial ownership has
occurred during the four years immediately preceding the date on which a
determination is made of the shareholders of the Company who are entitled to
vote or take any other action. Such statement may be abbreviated to state
only the number of shares as to which such shareholder is entitled to
exercise five votes or one vote.
(ii) In the event the Executive Vice President and Treasurer of the
Company, in his sole discretion, taking into account the standards set forth
in the Company's Restated Certificate of Incorporation, deems any such
statement to be inadequate or for any reason deems it in the best interest
of the Company to require further evidence of the absence of change of
beneficial ownership during the four-year period preceding the record date,
he may require such additional evidence and, until it is provided in form
and substance satisfactory to him, a change in beneficial ownership during
such period shall be deemed to have taken place.
14
(iii) Information supplementing that contemplated by paragraph (i) and
additional evidence contemplated by paragraph (ii) may be provided by a
shareholder at any time but must be furnished at least three business days
prior to any meeting of shareholders at which such shares are to be voted
for any change to be effective at such meeting.
VOTING PROCEDURES
The presence, in person or by proxy, of the owners of a majority of the
votes entitled to be cast is necessary for a quorum at the meeting. Directors
are elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote. A majority of the
votes of the shares present in person or represented by proxy at the meeting and
entitled to vote is required for the approval of the amendments to the Company's
Executive Incentive Program (the "Amendments").
Election of Directors shall be by ballot whenever requested by a majority of
the persons entitled to vote and present at the meeting, but unless so
requested, may be held in any way approved at the meeting. The method for
counting votes for the approval of the Amendments is defined by Delaware
Corporation Law. Abstentions with respect to the proposed Amendments are
considered part of the quorum, but do not count either "for" or "against" the
proposal.
All proxies will be voted, if no contrary instruction is indicated on the
proxy, for the election of Directors of the persons nominated by the Board of
Directors of the Company and for the approval of the proposed Amendments.
All shares of Company stock in the Company's Employee Incentive Savings Plan
that have been allocated to the participants' accounts for which the Trustee
receives voting instructions will be voted in accordance with those
instructions. All Company stock that has been allocated to the participants'
accounts for which the Trustee has not received voting instructions, and any
shares which have not been allocated to participants' accounts, will be voted by
the Trustee in the same proportion as the shares for which the Trustee has
received voting instructions from participants.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of the
Company knows of no other business which will be or is intended to be presented
to the meeting. Should any further business come before the meeting or any
adjourned meeting, it is the intention of the proxies named in the enclosed
Proxy to vote according to their best judgment.
By order of the Board of Directors
Scott C. Selbach,
SECRETARY
Dated: March 9, 1994
15
ANNEX A
SUBPARAGRAPH B OF ARTICLE FOURTH OF THE RESTATED CERTIFICATE
OF INCORPORATION OF CARLISLE COMPANIES INCORPORATED
(I) EACH OUTSTANDING SHARE OF COMMON STOCK SHALL ENTITLE THE HOLDER THEREOF
TO FIVE (5) VOTES ON EACH MATTER PROPERLY SUBMITTED TO THE SHAREHOLDERS OF THE
CORPORATION FOR THEIR VOTE, WAIVER, RELEASE OR OTHER ACTION: EXCEPT THAT NO
HOLDER OF OUTSTANDING SHARES OF COMMON STOCK SHALL BE ENTITLED TO EXERCISE MORE
THAN ONE (1) VOTE ON ANY SUCH MATTER IN RESPECT OF ANY SHARE OF COMMON STOCK
WITH RESPECT TO WHICH THERE HAS BEEN A CHANGE IN BENEFICIAL OWNERSHIP DURING THE
FOUR (4) YEARS IMMEDIATELY PRECEDING THE DATE ON WHICH A DETERMINATION IS MADE
OF THE SHAREHOLDERS OF THE CORPORATION WHO ARE ENTITLED TO VOTE OR TO TAKE ANY
OTHER ACTION.
(II) A CHANGE IN BENEFICIAL OWNERSHIP OF ANY OUTSTANDING SHARE OF COMMON
STOCK SHALL BE DEEMED TO HAVE OCCURRED WHENEVER A CHANGE OCCURS IN ANY PERSON OR
PERSONS WHO, DIRECTLY OR INDIRECTLY, THROUGH ANY CONTRACT, AGREEMENT,
ARRANGEMENT, UNDERSTANDING, RELATIONSHIP OR OTHERWISE HAS OR SHARES ANY OF THE
FOLLOWING:
(A) VOTING POWER, WHICH INCLUDES, WITHOUT LIMITATION, THE POWER TO VOTE
OR TO DIRECT THE VOTING POWER OF SUCH SHARE OF COMMON STOCK.
(B) INVESTMENT POWER, WHICH INCLUDES, WITHOUT LIMITATION, THE POWER TO
DIRECT THE SALE OR OTHER DISPOSITION OF SUCH SHARE OF COMMON STOCK.
(C) THE RIGHT TO RECEIVE OR TO RETAIN THE PROCEEDS OF ANY SALE OR OTHER
DISPOSITION OF SUCH SHARE OF COMMON STOCK.
(D) THE RIGHT TO RECEIVE OR TO RETAIN ANY DISTRIBUTIONS, INCLUDING,
WITHOUT LIMITATION, CASH DIVIDENDS, IN RESPECT OF SUCH SHARE OF COMMON
STOCK.
(III) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING SECTION (II) OF THIS
SUBPARAGRAPH B, THE FOLLOWING EVENTS OR CONDITIONS SHALL BE DEEMED TO INVOLVE A
CHANGE IN BENEFICIAL OWNERSHIP OF A SHARE OF COMMON STOCK.
(A) IN THE ABSENCE OF PROOF TO THE CONTRARY PROVIDED IN ACCORDANCE WITH
THE PROCEDURES SET FORTH IN SECTION (V) OF THIS SUBPARAGRAPH B, A CHANGE IN
BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE OCCURRED WHENEVER AN
OUTSTANDING SHARE OF COMMON STOCK IS TRANSFERRED OF RECORD INTO THE NAME OF
ANY OTHER PERSON.
(B) IN THE CASE OF AN OUTSTANDING SHARE OF COMMON STOCK HELD OF RECORD
IN THE NAME OF A CORPORATION, GENERAL PARTNERSHIP, LIMITED PARTNERSHIP,
VOTING TRUSTEE, BANK, TRUST COMPANY, BROKER, NOMINEE OR CLEARING AGENCY, IF
IT HAS NOT BEEN ESTABLISHED PURSUANT TO THE PROCEDURES SET FORTH IN SECTION
(V) OF THIS SUBPARAGRAPH B THAT THERE HAS BEEN NO CHANGE IN THE PERSON OR
PERSONS WHO OR THAT DIRECT THE EXERCISE OF THE RIGHTS REFERRED TO IN CLAUSES
(II) (A) THROUGH (II) (D), INCLUSIVE, OF THIS SUBPARAGRAPH B WITH RESPECT TO
SUCH OUTSTANDING SHARE OF COMMON STOCK DURING THE PERIOD OF FOUR (4) YEARS
IMMEDIATELY PRECEDING THE DATE ON WHICH A DETERMINATION IS MADE OF THE
SHAREHOLDERS OF THE CORPORATION ENTITLED TO VOTE OR TO TAKE ANY OTHER ACTION
(OR SINCE MAY 30, 1986 FOR ANY PERIOD ENDING ON OR BEFORE MAY 30, 1990),
THEN A CHANGE IN BENEFICIAL OWNERSHIP OF SUCH SHARE OF COMMON STOCK SHALL BE
DEEMED TO HAVE OCCURRED DURING SUCH PERIOD.
16
(C) IN THE CASE OF AN OUTSTANDING SHARE OF COMMON STOCK HELD OF RECORD
IN THE NAME OF ANY PERSON AS A TRUSTEE, AGENT, GUARDIAN OR CUSTODIAN UNDER
THE UNIFORM GIFTS TO MINORS ACT AS IN EFFECT IN ANY JURISDICTION, A CHANGE
IN BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE OCCURRED WHENEVER THERE IS A
CHANGE IN THE BENEFICIARY OF SUCH TRUST, THE PRINCIPAL OF SUCH AGENT, THE
WARD OF SUCH GUARDIAN, THE MINOR FOR WHOM SUCH CUSTODIAN IS ACTING OR IN
SUCH TRUSTEE, AGENT, GUARDIAN OR CUSTODIAN.
(D) IN THE CASE OF OUTSTANDING SHARES OF COMMON STOCK BENEFICIALLY
OWNED BY A PERSON OR GROUP OF PERSONS WHO, AFTER ACQUIRING, DIRECTLY OR
INDIRECTLY, THE BENEFICIAL OWNERSHIP OF FIVE PERCENT (5%) OF THE OUTSTANDING
SHARES OF COMMON STOCK, FAILS TO NOTIFY THE CORPORATION OF SUCH OWNERSHIP
WITHIN TEN (10) DAYS AFTER SUCH ACQUISITION, A CHANGE IN BENEFICIAL
OWNERSHIP OF SUCH SHARES OF COMMON STOCK SHALL BE DEEMED TO OCCUR ON EACH
DAY WHILE SUCH FAILURE CONTINUES.
(IV) NOTWITHSTANDING ANY OTHER PROVISION IN THIS SUBPARAGRAPH B TO THE
CONTRARY, NO CHANGE IN BENEFICIAL OWNERSHIP OF AN OUTSTANDING SHARE OF COMMON
STOCK SHALL BE DEEMED TO HAVE OCCURRED SOLELY AS A RESULT OF:
(A) ANY EVENT THAT OCCURRED PRIOR TO MAY 30, 1986 OR PURSUANT TO THE
TERMS OF ANY CONTRACT (OTHER THAN A CONTRACT FOR THE PURCHASE AND SALE OF
SHARES OF COMMON STOCK CONTEMPLATING PROMPT SETTLEMENT), INCLUDING CONTRACTS
PROVIDING FOR OPTIONS, RIGHTS OF FIRST REFUSAL, AND SIMILAR ARRANGEMENTS, IN
EXISTENCE ON MAY 30, 1986 AND TO WHICH ANY HOLDER OF SHARES OF COMMON STOCK
IS A PARTY; PROVIDED, HOWEVER, THAT ANY EXERCISE BY AN OFFICER OR EMPLOYEE
OF THE CORPORATION OR ANY SUBSIDIARY OF THE CORPORATION OF AN OPTION TO
PURCHASE COMMON STOCK AFTER MAY 30, 1986 SHALL, NOTWITHSTANDING THE
FOREGOING AND CLAUSE (IV) (F) HEREOF, BE DEEMED A CHANGE IN BENEFICIAL
OWNERSHIP IRRESPECTIVE OF WHEN THAT OPTION WAS GRANTED TO SAID OFFICER OR
EMPLOYEE.
(B) ANY TRANSFER OF ANY INTEREST IN AN OUTSTANDING SHARE OF COMMON
STOCK PURSUANT TO A BEQUEST OR INHERITANCE, BY OPERATION OF LAW UPON THE
DEATH OF ANY INDIVIDUAL, OR BY ANY OTHER TRANSFER WITHOUT VALUABLE
CONSIDERATION, INCLUDING, WITHOUT LIMITATION, A GIFT THAT IS MADE IN GOOD
FAITH AND NOT FOR THE PURPOSE OF CIRCUMVENTING THE PROVISION OF THIS ARTICLE
FOURTH.
(C) ANY CHANGES IN THE BENEFICIARY OF ANY TRUST, OR ANY DISTRIBUTION OF
AN OUTSTANDING SHARE OF COMMON STOCK FROM TRUST, BY REASON OF THE BIRTH,
DEATH, MARRIAGE OR DIVORCE OF ANY NATURAL PERSON, THE ADOPTION OF ANY
NATURAL PERSON PRIOR TO AGE EIGHTEEN (18) OR THE PASSAGE OF A GIVEN PERIOD
OF TIME OR THE ATTAINMENT BY ANY NATURAL PERSON OF A SPECIFIC AGE, OR THE
CREATION OR TERMINATION OF ANY GUARDIANSHIP OR CUSTODIAL ARRANGEMENT.
(D) ANY APPOINTMENT OF A SUCCESSOR TRUSTEE, AGENT, GUARDIAN OR
CUSTODIAN WITH RESPECT TO AN OUTSTANDING SHARE OF COMMON STOCK IF NEITHER
SUCH SUCCESSOR HAS NOR ITS PREDECESSOR HAD THE POWER TO VOTE OR TO DISPOSE
OF SUCH SHARE OF COMMON STOCK WITHOUT FURTHER INSTRUCTIONS FROM OTHERS.
(E) ANY CHANGE IN THE PERSON TO WHOM DIVIDENDS OR OTHER DISTRIBUTIONS
IN RESPECT OF AN OUTSTANDING SHARE OF COMMON STOCK ARE TO BE PAID PURSUANT
TO THE ISSUANCE OR MODIFICATION OF A REVOCABLE DIVIDEND PAYMENT ORDER.
17
(F) ANY ISSUANCE OF A SHARE OF COMMON STOCK BY THE CORPORATION OR ANY
TRANSFER BY THE CORPORATION OF A SHARE OF COMMON STOCK HELD IN TREASURY,
UNLESS OTHERWISE DETERMINED BY THE BOARD OF DIRECTORS AT THE TIME OF
AUTHORIZING SUCH ISSUANCE OR TRANSFER.
(G) ANY GIVING OF A PROXY IN CONNECTION WITH A SOLICITATION OF PROXIES
SUBJECT TO THE PROVISIONS OF SECTION 14 OF THE SECURITIES EXCHANGE ACT OF
1934 AND THE RULES AND REGULATIONS THEREUNDER PROMULGATED.
(H) ANY TRANSFER, WHETHER OR NOT WITH CONSIDERATION, AMONG INDIVIDUALS
RELATED OR FORMERLY RELATED BY BLOOD, MARRIAGE OR ADOPTION ("RELATIVES") OR
BETWEEN A RELATIVE AND ANY PERSON (AS DEFINED IN ARTICLE SEVENTH) CONTROLLED
BY ONE OR MORE RELATIVES WHERE THE PRINCIPAL PURPOSE FOR THE TRANSFER IS TO
FURTHER THE ESTATE TAX PLANNING OBJECTIVES OF THE TRANSFEROR OR OF RELATIVES
OF THE TRANSFEROR.
(I) ANY APPOINTMENT OF A SUCCESSOR TRUSTEE AS A RESULT OF THE DEATH OF
THE PREDECESSOR TRUSTEE (WHICH PREDECESSOR TRUSTEE SHALL HAVE BEEN A NATURAL
PERSON).
(J) ANY APPOINTMENT OF A SUCCESSOR TRUSTEE WHO OR WHICH WAS
SPECIFICALLY NAMED IN A TRUST INSTRUMENT PRIOR TO MAY 30, 1986.
(K) ANY APPOINTMENT OF A SUCCESSOR TRUSTEE AS A RESULT OF THE
RESIGNATION, REMOVAL OR FAILURE TO QUALIFY OF A PREDECESSOR TRUSTEE OR AS A
RESULT OF MANDATORY RETIREMENT PURSUANT TO THE EXPRESS TERMS OF A TRUST
INSTRUMENT: PROVIDED, THAT LESS THAN FIFTY PERCENT (50%) OF THE TRUSTEES
ADMINISTERING ANY SINGLE TRUST WILL HAVE CHANGED (INCLUDING IN SUCH
PERCENTAGE THE APPOINTMENT OF THE SUCCESSOR TRUSTEE) DURING THE FOUR (4)
YEAR PERIOD PRECEDING THE APPOINTMENT OF SUCH SUCCESSOR TRUSTEE.
(V) FOR PURPOSES OF THIS SUBPARAGRAPH B, ALL DETERMINATIONS CONCERNING
CHANGE IN BENEFICIAL OWNERSHIP, OR THE ABSENCE OF ANY SUCH CHANGE, SHALL BE MADE
BY THE BOARD OF DIRECTORS OF THE CORPORATION OR, AT ANY TIME WHEN THE
CORPORATION EMPLOYS A TRANSFER AGENT WITH RESPECT TO THE SHARES OF COMMON STOCK,
AT THE CORPORATION'S REQUEST, BY SUCH TRANSFER AGENT ON THE CORPORATION'S
BEHALF. WRITTEN PROCEDURES DESIGNED TO FACILITATE SUCH DETERMINATION SHALL BE
ESTABLISHED AND MAY BE AMENDED FROM TIME TO TIME, BY THE BOARD OF DIRECTORS.
SUCH PROCEDURES SHALL PROVIDE, AMONG OTHER THINGS, THE MANNER OF PROOF OF FACTS
THAT WILL BE ACCEPTED AND THE FREQUENCY WITH WHICH SUCH PROOF MAY BE REQUIRED TO
BE RENEWED. THE CORPORATION AND ANY TRANSFER AGENT SHALL BE ENTITLED TO RELY ON
ANY AND ALL INFORMATION CONCERNING BENEFICIAL OWNERSHIP OF THE OUTSTANDING
SHARES OF COMMON STOCK COMING TO THEIR ATTENTION FROM ANY SOURCE AND IN ANY
MANNER REASONABLY DEEMED BY THEM TO BE RELIABLE, BUT NEITHER THE CORPORATION NOR
ANY TRANSFER AGENT SHALL BE CHARGED WITH ANY OTHER KNOWLEDGE CONCERNING THE
BENEFICIAL OWNERSHIP OF OUTSTANDING SHARES OF COMMON STOCK.
(VI) IN THE EVENT OF ANY STOCK SPLIT OR STOCK DIVIDEND WITH RESPECT TO THE
OUTSTANDING SHARES OF COMMON STOCK, EACH SHARE OF COMMON STOCK ACQUIRED BY
REASON OF SUCH SPLIT OR DIVIDEND SHALL BE DEEMED TO HAVE BEEN BENEFICIALLY OWNED
BY THE SAME PERSON FROM THE SAME DATE AS THAT ON WHICH BENEFICIAL OWNERSHIP OF
THE OUTSTANDING SHARE OR SHARES OF COMMON STOCK, WITH RESPECT TO WHICH SUCH
SHARE OF COMMON STOCK WAS DISTRIBUTED, WAS ACQUIRED.
(VII) EACH OUTSTANDING SHARE OF COMMON STOCK, WHETHER AT ANY PARTICULAR TIME
THE HOLDER THEREOF IS ENTITLED TO EXERCISE FIVE (5) VOTES OR ONE (1) VOTE, SHALL
BE IDENTICAL TO ALL OTHER SHARES OF COMMON STOCK IN ALL RESPECTS, AND TOGETHER
THE OUTSTANDING SHARES OF COMMON STOCK SHALL CONSTITUTE A SINGLE CLASS OF SHARES
OF THE CORPORATION.
18
ANNEX B
PROPOSED AMENDMENTS TO ARTICLE II
SECTIONS 3.01, 3.03 AND 4.01
AND
PROPOSED AMENDMENTS TO ARTICLE III
SECTIONS 1.03 AND 2.01
OF
CARLISLE COMPANIES INCORPORATED
EXECUTIVE INCENTIVE PROGRAM
(ADDED PROVISIONS DOUBLE UNDERLINED)
ARTICLE II
CORPORATE PERSONNEL: STOCK OPTION PLAN
SECTION 3.01. NUMBER OF SHARES SUBJECT TO OPTION.
Annually, each Special Participant will be awarded an option to purchase a
number of shares of the Common Stock of the Company equal to his Long-Term Bonus
Base (as defined in the Program prior to the effective date of the amendments
hereto) divided by the Market Value on the Effective Date of Grant (as defined
in Section 3.02 hereof), or,
Number of Shares
= Long-Term Bonus Base
Subject to Option
Market Value of Common Stock
For this purpose, Market Value shall be as defined in Article III, Section 5.02
hereof and Long Term Bonus Base shall be as defined in Article I. Section 4
hereof, prior to the effective dates of the amendments hereto, except that the
Position Factor for Corporate Office employees shall, subject to modification in
the absolute discretion of the Compensation Committee, be as follows: for Top
Corporate Officers the Position Factor shall be .40, except that the Position
Factor for the Top Corporate Officer who holds the position of Chief Executive
Officer shall be .50; for the Staff Managers the Position Factor shall be .30;
and for the Corporate Middle Management Personnel the Position Factor shall be
.15. The Compensation Committee will determine the number of shares subject to
any Stock Option granted to any Discretionary Participant. NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THIS STOCK OPTION PLAN, THE NUMBER OF SHARES OF
COMMON STOCK OF THE COMPANY SUBJECT TO ANY STOCK OPTION GRANTED TO ANY SPECIAL
PARTICIPANT OR DISCRETIONARY PARTICIPANT IN ANY ONE FISCAL YEAR PERIOD SHALL NOT
EXCEED ONE HUNDRED THOUSAND (100,000) SHARES.
SECTION 3.03. NUMBER OF SHARES AUTHORIZED.
The aggregate number of shares of Common Stock that may be issued pursuant
to this Stock Option Plan shall not exceed ONE MILLION (1,000,000) SHARES. Upon
lapse or termination of any Stock Option unexercised, the Common Stock that was
subject to such Stock Option may again be subject to other Stock Options.
SECTION 4.01. OPTION PRICE.
The "Option Price" means the purchase price per share of Common Stock
subject to the Stock Option. The Option Price will normally equal one hundred
percent (100%) of the Market Value of the Common Stock on the Effective Date of
Grant, but may be modified in the absolute discretion of the Compensation
Committee, such discretion being subject, however, to the following limitations:
(a) in the case of Incentive Stock Options AND NON-QUALIFIED STOCK OPTIONS NOT
DESCRIBED IN (B) BELOW, the Option Price shall not be less than one hundred
percent (100%) of the Market Value of the Common Stock on the Effective Date of
Grant; and (b) in the case of Non-Qualified Stock Options SPECIFICALLY
19
DESIGNATED BY THE COMPENSATION COMMITTEE AS NOT SATISFYING THE QUALIFIED
PERFORMANCE-BASED COMPENSATION REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, AND THE TREASURY REGULATIONS PROMULGATED
THEREUNDER, the Option Price shall not be less than fifty percent (50%) of the
Market Value of the Common Stock on the Effective Date of Grant.
ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION 1.03. LIMITS OF AUTHORITY.
Without the approval of the stockholders, the Compensation Committee shall
not do any of the following:
(a) increase the number of shares of Common Stock subject to the
Program or either of the Plans OR INCREASE THE MAXIMUM NUMBER OF OPTION
SHARES AVAILABLE TO ANY SPECIAL PARTICIPANT OR DISCRETIONARY PARTICIPANT IN
ANY ONE FISCAL YEAR PERIOD (except under the anti-dilution provisions of
Section 5.04 of this Article III);
(b) decrease the price at which Stock Options may be exercised (except
under such anti-dilution provisions);
(c) render eligible for membership on the Compensation Committee as of
any given date any person who is at such date, or at any time within one (1)
year prior thereto has been eligible for selection as a Participant in any
Plan, or any other plan of the Company or any of its affiliates entitling
the participants therein to acquire stock, stock options or stock
appreciation rights of the Company or any of its affiliates; or
(d) change the class of employees eligible to participate in the
Program.
SECTION 2.01. GENERAL.
Except as provided in Section 2.02 hereof, this Program shall be effective
on January 1, 1988 if approved and adopted by a majority of the voting power of
the Company within twelve (12) months after such date, and, if not so approved
and adopted, shall be of no force and effect.
The amendments to the Program adopted by the Compensation Committee on May
2, 1991 and reflected herein shall become effective on January 1, 1992. THE
AMENDMENTS TO THE PROGRAM ADOPTED BY THE COMPENSATION COMMITTEE ON FEBRUARY 2,
1994, AND REFLECTED HEREIN SHALL BECOME EFFECTIVE ON FEBRUARY 2, 1994, IF
APPROVED AND ADOPTED BY A MAJORITY OF THE VOTING POWER OF THE COMPANY PRESENT IN
PERSON OR BY PROXY AT THE 1994 ANNUAL MEETING OF SHAREHOLDERS OF THE COMPANY,
AND, IF NOT SO APPROVED AND ADOPTED, SHALL BE OF NO FORCE AND EFFECT.
20
PROXY PROXY
CARLISLE COMPANIES INCORPORATED
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS - APRIL 20, 1994
Stephen P. Munn and Dennis J. Hall, or any of them, each with the power of
substitution and revocation, are hereby authorized to represent the undersigned,
with all powers which the undersigned would possess if personally present, to
vote the Common Stock of the undersigned at the annual meeting of shareholders
of CARLISLE COMPANIES INCORPORATED to be held at the Company's principal office,
250 South Clinton Street, Suite 201, Syracuse, New York, at 12:00 Noon on
Wednesday, April 20, 1994, and at any postponements or adjournments of that
meeting, as set forth below, and in their discretion upon any other business
that may properly come before the meeting.
/ / Check here for address change.
New Address: ______________________
___________________________________
___________________________________
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
This proxy will be voted as specified or, if no choice is specified, will be
voted FOR the election of the nominees named and FOR the proposed amendments
to the Company's Executive Incentive Program.
1. Election of Directors - FOR ALL
Nominees: Magalen O. Bryant, FOR WITHHELD (Except Nominee(s) below) _________________________________
Paul J. Choquette, Jr.,
Stephen P. Munn, George L. Ohrstrom / / / / / /
2. To amend the Company's Executive FOR AGAINST ABSTAIN
Incentive Program. / / / / / /
Please sign exactly as your name
appears. If acting as attorney,
executor, trustee, or in
representative capacity, sign
name and indicate title.
Dated: _________________________, 1994
Signature(s) _________________________
______________________________________
Please vote, sign, date and return
this proxy card promptly using the
enclosed envelope.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY /x/
PROXY PROXY
CARLISLE COMPANIES INCORPORATED
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS - APRIL 20, 1994
Stephen P. Munn and Dennis J. Hall, or any of them, each with the power of
substitution and revocation, are hereby authorized to represent the undersigned,
with all powers which the undersigned would possess if personally present, to
vote the Common Stock of the undersigned at the annual meeting of shareholders
of CARLISLE COMPANIES INCORPORATED to be held at the Company's principal office,
250 South Clinton Street, Suite 201, Syracuse, New York, at 12:00 Noon on
Wednesday, April 20, 1994, and at any postponements or adjournments of that
meeting, as set forth below, and in their discretion upon any other business
that may properly come before the meeting.
/ / Check here for address change.
New Address: ______________________
___________________________________
___________________________________
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
This proxy will be voted as specified or, if no choice is specified, will be
voted FOR the election of the nominees named and FOR the proposed amendments to
the Company's Executive Incentive Program.
1. Election of Directors - FOR ALL
Nominees: Magalen O. Bryant, FOR WITHHELD (Except Nominee(s) below) _________________________________
Paul J. Choquette, Jr.,
Stephen P. Munn, George L. Ohrstrom / / / / / /
2. To amend the Company's Executive FOR AGAINST ABSTAIN
Incentive Program. / / / / / /
VOTING CONFIRMATION
Please provide the number of shares
beneficially owned for each category
as of February 23, 1994.
_______ shares beneficially owned
BEFORE February 23, 1990 entitled to
five votes each.
_______ shares beneficially owned
AFTER February 22, 1990 entitled to
one vote each.
If no confirmation is provided, all
shares will be entitled to one vote
each.
Please sign exactly as your name
appears. If acting as attorney,
executor, trustee, or in
representative capacity, sign
name and indicate title.
Dated: _________________________, 1994
Signature(s) _________________________
______________________________________
Please vote, sign, date and return
this proxy card promptly using the
enclosed envelope.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY /x/
UNLESS OTHERWISE SPECIFIED BELOW, THIS PROXY WILL BE VOTED FOR THE ELECTION
AS DIRECTORS OF THE NOMINEES LISTED BELOW AND FOR THE PROPOSED AMENDMENTS TO THE
COMPANY'S EXECUTIVE INCENTIVE PROGRAM.
CARLISLE COMPANIES INCORPORATED
THIS PROXY FOR THE 1994 ANNUAL MEETING OF SHAREHOLDERS
IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
At the Annual Meeting of Shareholders of Carlisle Companies Incorporated to
be held on April 20, 1994, at 12 noon at the offices of the Company, 250 South
Clinton Street, Suite 201, Syracuse, New York and all adjournments thereof.
Stephen P. Munn and Dennis J. Hall, and each of them, are authorized to
represent me and vote my shares on the following and in their discretion upon
any other business that may properly come before the meeting:
ITEM
1. The election of four (4) Directors. The nominees are:
Magalen O. Bryant, Paul J. Choquette, Jr., Stephen P. Munn and George
L. Ohrstrom
2. To amend the Company's Executive Incentive Program.
(INSTRUCTION: IN THE TABLE BELOW INDICATE THE NUMBER OF SHARES VOTED FOR,
AGAINST OR ABSTAIN AS TO EACH NOMINEE FOR DIRECTOR AND THE
PROPOSED AMENDMENTS TO THE COMPANY'S EXECUTIVE INCENTIVE PROGRAM)
SHARES BENEFICIALLY OWNED BEFORE FEBRUARY 23,
1990 (POST NUMBER OF SHARES,
NOT NUMBER OF VOTES)
---------------------------------------------
FOR AGAINST ABSTAIN
------------- ------------- -------------
1. Directors
Magalen O. Bryant.................................
--------- --------- ---------
Paul J. Choquette, Jr.............................
--------- --------- ---------
Stephen P. Munn...................................
--------- --------- ---------
George L. Ohrstrom................................
--------- --------- ---------
2. Amendments to the Executive Incentive Program.....
--------- --------- ---------
SHARES BENEFICIALLY OWNED AND ACQUIRED
AFTER FEBRUARY 22, 1990 (POST NUMBER OF
SHARES,
NOT NUMBER OF VOTES)
---------------------------------------------
FOR AGAINST ABSTAIN
------------- ------------- -------------
1. Directors
Magalen O. Bryant.................................
--------- --------- ---------
Paul J. Choquette, Jr.............................
--------- --------- ---------
Stephen P. Munn...................................
--------- --------- ---------
George L. Ohrstrom................................
--------- --------- ---------
2. Amendments to the Executive Incentive Program.....
--------- --------- ---------
POST ONLY RECORD POSITION:
DO NOT TABULATE VOTES
DATED ______________________________, 1994
__________________________________________
__________________________________________
SIGNATURE OF SHAREHOLDER
PLEASE SIGN YOUR NAME AS IT APPEARS ON THIS
PROXY. IN CASE OF MULTIPLE OR JOINT OWNERSHIP
ALL SHOULD SIGN. WHEN SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN,
"ADDRESS LABEL" GIVE FULL TITLE AS SUCH.
AS AMENDED FEBRUARY 2, 1994
(CERTAIN AMENDMENTS SUBJECT
TO SHAREHOLDER APPROVAL ON
APRIL 20, 1994)
CARLISLE COMPANIES INCORPORATED
EXECUTIVE INCENTIVE PROGRAM
(AMENDING THE 1988 EXECUTIVE LONG-TERM INCENTIVE PROGRAM)
CARLISLE COMPANIES INCORPORATED
EXECUTIVE INCENTIVE PROGRAM
TABLE OF CONTENTS
OVERVIEW/PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE I DIVISION AND SUBSIDIARY PERSONNEL: CASH BONUS AND
RESTRICTED STOCK PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. Eligibility. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 2. Plan Period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 3. Nature of Compensation under Cash Bonus and Restricted Stock Plan. . . . . 1
Section 4. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 4.01. Cash Performance Bonus Payment. . . . . . . . . . . . . . . . 2
Section 4.02. Restricted Share Grant. . . . . . . . . . . . . . . . . . . . 2
Section 4.03. President's Restricted Share Grant. . . . . . . . . . . . . . 2
Section 4.04. Base Compensation . . . . . . . . . . . . . . . . . . . . . . 2
Section 4.05. Position Factor . . . . . . . . . . . . . . . . . . . . . . . 2
Section 4.06. Individual Performance Factor . . . . . . . . . . . . . . . . 3
Section 4.07. Division or Subsidiary Performance Factor . . . . . . . . . . 3
Section 4.08. Carlisle Performance Factor . . . . . . . . . . . . . . . . . 3
Section 4.09. Strategic Achievement Percentage. . . . . . . . . . . . . . . 3
Section 5. Cash Performance Bonus Payment . . . . . . . . . . . . . . . . . . . . . . 4
Section 6. Restricted Share Grant and President's Restricted Share Grant. . . . . . . 4
Section 6.01. Issuance of Shares. . . . . . . . . . . . . . . . . . . . . . 4
(a) Number of Shares Awarded . . . . . . . . . . . . . . . . . . 4
(b) Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(c) Number of Shares Authorized . . . . . . . . . . . . . . . . . 5
Section 6.02. Restrictions. . . . . . . . . . . . . . . . . . . . . . . . . 5
(a) Minimum Performance Factors . . . . . . . . . . . . . . . . . 5
(b) Restricted Period; Release of Restrictions. . . . . . . . . . 6
(c) Status of Restricted Shares during Restricted Period. . . . . 6
(d) Termination of Employment during Restricted Period. . . . . . 6
Section 7. Effect of Transfer, Promotion, Demotion, Termination of Employment, and
Commencement of Employment during Plan Period. . . . . . . . . . . . . . . 7
Section 7.01. Effect of Transfer, Promotion, Demotion,
Termination of Employment, and Commencement of Employment
during Plan Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE II CORPORATE PERSONNEL: STOCK OPTION PLAN . . . . . . . . . . . . . . . . . . . 7
Section 1. Eligibility. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2. Nature of Stock Options under Stock Option Plan. . . . . . . . . . . . . . 7
Section 3. Grant of Stock Options . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 3.01. Number of Shares Subject to Option. . . . . . . . . . . . . . 8
Section 3.02. Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 3.03. Number of Shares Authorized . . . . . . . . . . . . . . . . . 9
Section 4. Terms of Stock Options . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 4.01. Option Price. . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 4.02. Period within which Stock Option may be Exercised . . . . . . 9
Section 4.03. Termination of Employment . . . . . . . . . . . . . . . . . . 9
(a) Termination prior to Commencement of Exercise Period. . . . . 9
(b) Termination during Exercise Period. . . . . . . . . . . . . . 10
Section 4.04. Non-Transferability . . . . . . . . . . . . . . . . . . . . . 10
Section 5. Special Rules relating to Incentive Stock Options. . . . . . . . . . . . . 10
Section 6. Exercise of Stock Options. . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 6.01. Notice of Exercise. . . . . . . . . . . . . . . . . . . . . . 11
Section 6.02. Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 6.03. Issuance of Certificates. . . . . . . . . . . . . . . . . . . 11
ARTICLE III MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 1. Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 1.01. Compensation Committee. . . . . . . . . . . . . . . . . . . . 12
Section 1.02. Authority . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 1.03. Limits of Authority . . . . . . . . . . . . . . . . . . . . . 12
Section 1.04. Liability . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 2. Effective Dates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 2.01. General . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 2.02. Phase-In - Pre-Amendment Program. . . . . . . . . . . . . . 13
(a) Two-Year Phase-in of Cash Bonus and Restricted Stock Plan . . 13
(b) Amount of Reduction . . . . . . . . . . . . . . . . . . . . . 13
(c) Allocation. . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 2.03. Phase-In - Post-Amendment Program . . . . . . . . . . . . . 14
(a) Phase-in of Cash Bonus and Restricted Stock Plan. . . . . . . 14
(b) Allocation. . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 3. Limitations on Rights of Participants. . . . . . . . . . . . . . . . . . . 14
Section 3.01. Absence of Claim of Right . . . . . . . . . . . . . . . . . . 14
Section 3.02. Effect on Employment Status . . . . . . . . . . . . . . . . . 14
Section 3.03. Forfeiture of Rights: "Grounds for Forfeiture." . . . . . . . 15
Section 4. Obligations Imposed Upon Regular Participants. . . . . . . . . . . . . . . 15
Section 4.01. Implied Consent of Regular Participants . . . . . . . . . . . 15
Section 4.02. Tax Withholding . . . . . . . . . . . . . . . . . . . . . . . 15
Section 5. Definitions and Provisions relating to Company Stock . . . . . . . . . . . 15
Section 5.01. Common Stock. . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 5.02. Market Value. . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 5.03. Compliance with Laws. . . . . . . . . . . . . . . . . . . . . 15
Section 5.04. Adjustment of Shares. . . . . . . . . . . . . . . . . . . . . 16
Section 6. Change in Control. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 6.01. Stock Purchase. . . . . . . . . . . . . . . . . . . . . . . . 16
Section 6.02. Business Combination. . . . . . . . . . . . . . . . . . . . . 17
Section 6.03. Exception . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 7. Program Unfunded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
EXHIBIT A ACKNOWLEDGEMENT OF ACCEPTANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
EXHIBIT B RESTRICTED SHARE AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
EXHIBIT C NON-QUALIFIED STOCK OPTION AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . 22
EXHIBIT D INCENTIVE STOCK OPTION AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
CARLISLE COMPANIES INCORPORATED
EXECUTIVE INCENTIVE PROGRAM
OVERVIEW/PURPOSE
This Executive Incentive Program (the "Program") amends the 1988 Executive
Long-Term Incentive Program and provides supplementary and incentive
compensation to certain key executive employees of Carlisle Companies
Incorporated (the "Company") and its divisions and subsidiaries (the Company and
its divisions and subsidiaries referred to collectively herein as "Carlisle") in
order to attract able personnel to employment with Carlisle, to induce such
personnel to remain with Carlisle and to become stockholders therein, and,
ultimately, to increase Carlisle's long-term growth and profitability, Carlisle
proposes to accomplish this by rewarding its employees with cash bonuses and/or
restricted stock grants in some cases and with non-qualified and/or incentive
stock options in other cases. Specifically, as set forth more fully in Article
I, key executive employees of Carlisle's operating divisions and subsidiaries
will, pursuant to Carlisle's Cash Bonus and Restricted Stock Plan, be rewarded
with cash bonuses and/or restricted stock grants. As set forth more fully in
Article II, key corporate office executive employees of Carlisle will, pursuant
to Carlisle's Stock Option Plan, be rewarded with grants of non-qualified or
incentive stock options. Article III contains provisions common to both the
Cash Bonus and Restricted Stock Plan of Article I and the Stock Option Plan of
Article II.
ARTICLE I
DIVISION AND SUBSIDIARY PERSONNEL: CASH BONUS AND
RESTRICTED STOCK PLAN
SECTION 1. ELIGIBILITY.
Eligibility for the "Cash Bonus and Restricted Stock Plan" that is the
subject of this Article I shall extend to certain key employees of the operating
divisions ("Divisions") and operating subsidiaries ("Subsidiaries") of Carlisle
(the "Regular Participants") who are in positions to influence the growth and
earnings of their particular Division or Subsidiary. Although the final
determination of eligibility for participation will be made by the Compensation
Committee in its absolute discretion, Regular Participants for a particular
Division or Subsidiary will normally include the president of that Division or
Subsidiary ("Division or Subsidiary President"); other top management personnel
who report directly to the Division or Subsidiary President, including,
typically, personnel in positions such as the heads of marketing, finance,
manufacturing, sales, and engineering ("Other Division or Subsidiary Top
Management Personnel"); and certain selected middle management personnel of such
Division or Subsidiary ("Division or Subsidiary Middle Management Personnel")
("Division or Subsidiary President" and "Other Division or Subsidiary Top
Management Personnel "sometimes referred to as "Restricted Share Recipients.").
The Compensation Committee will determine the number of Division or Subsidiary
Middle Management Personnel from each Division or Subsidiary eligible for
participation in the Cash Bonus and Restricted Stock Plan. For each Cash Bonus
and Restricted Stock Plan in which he is selected as a Regular Participant, the
Regular Participant will execute and return to Carlisle a written
acknowledgement of his acceptance in the form attached hereto as Exhibit A.
SECTION 2. PLAN PERIOD.
A new Cash Bonus and Restricted Stock Plan will commence January 1, 1992
and each January 1 thereafter and will extend for one (1) calendar year ("Plan
Period"), unless terminated earlier pursuant to the provisions hereof.
SECTION 3. NATURE OF COMPENSATION UNDER CASH BONUS AND RESTRICTED STOCK PLAN.
Compensation of a Regular Participant under the Cash Bonus and Restricted
Stock Plan will consist of a cash payment ("Cash Performance Bonus Payment").
Division or Subsidiary Presidents and Other Division or Subsidiary Top
Management Personnel shall also be eligible for a restricted share grant
("Restricted Share Grant"). Division or Subsidiary Presidents shall be eligible
for an additional restricted stock grant ("President's Restricted Share
Grant").
SECTION 4. DEFINITIONS.
SECTION 4.01. CASH PERFORMANCE BONUS PAYMENT.
The "Cash Performance Bonus Payment" for each Regular Participant for
each Plan Period will, subject to the minimum performance factors set forth
in Section 6.02(a) hereof, equal the product of (i) his Base Compensation
(as defined in Section 4.04 hereof) (ii) his Position Factor (as defined in
Section 4.05 hereof); (iii) his Individual Performance Factor (as defined
in Section 4.06 hereof); and the Division or Subsidiary Performance Factor
of the Division or Subsidiary for which he works (as defined in Section
4.07 hereof).
SECTION 4.02. RESTRICTED SHARE GRANT.
The "Restricted Share Grant" for each Division or Subsidiary President
or other Division or Subsidiary Top Management Personnel for each Plan
Period will, subject to the minimum performance factors set forth in
Section 6.02(a) hereof, equal the number of shares of Common Stock of the
Company determined by dividing the product of (i) his Base Compensation (as
defined in Section 4.04 hereof); (ii) his Position Factor (as defined in
Section 4.05 hereof) divided by three (3); (iii) his Individual Performance
Factor (as defined in Section 4.06 hereof); and the Carlisle Performance
Factor (as defined in Section 4.08 hereof) by the Market Value of the
Common Stock (as defined in Article III, Section 5.02 hereof) on the last
day of the Plan Period. The Restricted Shares shall be issued without
payment of any consideration, but such Restricted Shares shall be subject
to the restrictions set forth in Section 6 hereof.
SECTION 4.03. PRESIDENT'S RESTRICTED SHARE GRANT.
The "President's Restricted Share Grant" for each Division or
Subsidiary President for each Plan Period will equal the number of shares
of Common Stock of the Company determined by dividing the product of (i)
his Base Compensation (as defined in Section 4.04 hereof); (ii) his
Strategic Achievement Percentage (as defined in Section 4.09 hereof); and
(iii) 5% by the Market Value of the Common Stock (as defined in Article
III, Section 5.02 hereof) on the last day of the Plan Period. The
Restricted Shares shall be issued without payment of any consideration, but
such Restricted Shares shall be subject to the restrictions set forth in
Section 6 hereof.
SECTION 4.04. BASE COMPENSATION.
The "Base Compensation" for a Regular Participant for each Plan Period
is an amount equal to the salary earned by him in the normal course of
business for the Plan Period regardless of whether payment is made
currently or deferred. Such Base Compensation shall be strictly limited to
the foregoing item of compensation and shall exclude all other items and
benefits such as any Cash Performance Bonus Payment made pursuant to this
Program or any other cash bonus awarded pursuant to any other long-term
incentive program or plan of Carlisle.
SECTION 4.05. POSITION FACTOR.
The "Position Factor" is a decimal factor assigned to each Regular
Participant's position of responsibility within his particular Division or
Subsidiary. In general, and subject to the
2
absolute discretion of the Compensation Committee and the modifications
contained in Section 7 hereof, the Position Factor for a Division or
Subsidiary President shall be .40 (Level I), for Other Division or
Subsidiary Top Management Personnel shall be .25 (Level II), and for
Division or Subsidiary Middle Management Personnel shall be .15 (Level
III).
SECTION 4.06. INDIVIDUAL PERFORMANCE FACTOR.
The "Individual Performance Factor" of a Regular Participant for each
Plan Period shall be a decimal factor assigned to each Regular Participant
of from .70 to 1.30. Before the commencement of a Plan Period, each
Regular Participant with the approval of his supervisor shall develop a set
of individual objectives comprised of approximately 60% financial
objectives and 40% strategic goals. Near the end of the current Plan
Period, the objectives shall be reviewed and approved by the immediate
supervisor of the Regular Participant and a decimal factor shall be
assigned to the Regular Participant by his immediate supervisor based on
the Regular Participant's level of achievement of the financial objectives
and strategic goals set forth at the beginning of the Plan Period, and this
decimal factor shall constitute the "Individual Performance Factor." If
the decimal factor assigned to the Regular Participant is less than .70,
the Individual Performance Factor shall be zero.
SECTION 4.07. DIVISION OR SUBSIDIARY PERFORMANCE FACTOR.
The "Division or Subsidiary Performance Factor" for each Plan Period
shall be a decimal factor assigned to the Division or Subsidiary for which
the Regular Participant works of from .70 to 1.30. Concurrent with the
establishment of the individual objectives in Section 4.06, the Division or
Subsidiary President and his immediate supervisor shall develop a set of
Division or Subsidiary objectives comprised of approximately 60% financial
objectives and 40% strategic goals.
A decimal factor shall be assigned to the Division or Subsidiary by
the immediate supervisor of the Division or Subsidiary President based on
the Division's or Subsidiary's level of achievement of the financial
objectives and strategic goals set forth at the beginning of the Plan
Period, and this decimal factor shall constitute the "Division or
Subsidiary Performance Factor." If the decimal factor assigned to the
Division or Subsidiary is less than .70, the Division or Subsidiary
Performance Factor shall be zero.
SECTION 4.08. CARLISLE PERFORMANCE FACTOR.
The "Carlisle Performance Factor" for each Plan Period shall be
calculated in one of the following two ways:
current year net earnings
-------------------------------------------
prior year net earnings + current year plan DIVIDED BY 2
or, in the discretion of the Compensation Committee:
current year net earnings
-------------------------------------------
current year plan
SECTION 4.09. STRATEGIC ACHIEVEMENT PERCENTAGE.
Before the commencement of a Plan Period, each Division or Subsidiary
President and his immediate supervisor shall develop a set of objectives
for the applicable Division or Subsidiary comprised of at least three (3)
of the most critical strategic success factors specific to the
3
applicable Division or Subsidiary, including quantifiable non-financial
goals. Near the end of the current Plan Period, the objectives shall be
reviewed by the Division or Subsidiary President and his immediate
supervisor and the percentage (which may be greater than 100% but not in
excess of 130%) of the objectives achieved by the end of the current Plan
Period shall be established by the immediate supervisor, and this
percentage shall constitute the "Strategic Achievement Percentage."
SECTION 5. CASH PERFORMANCE BONUS PAYMENT.
At the end of the Plan Period, each Regular Participant shall be entitled
to receive (subject to the modifications contained in Section 7 hereof) a Cash
Performance Bonus Payment as calculated in Section 4.01. Payment shall be made
prior to the end of the Company's fiscal second quarter following the end of the
relevant Plan Period.
SECTION 6. RESTRICTED SHARE GRANT AND PRESIDENT'S RESTRICTED SHARE GRANT.
SECTION 6.01. ISSUANCE OF SHARES.
(a) NUMBER OF SHARES AWARDED.
At the end of the Plan Period, each Division or Subsidiary
President and other Subsidiary Top Management Personnel shall be
entitled to receive (subject to the modifications contained in Section
7 hereof) the number of shares of Common Stock (as defined in Article
III, Section 5 hereof) ("Restricted Shares") as calculated in Section
4.02. In addition, each Division or Subsidiary President shall be
entitled to receive (subject to the modifications contained in Section
7 hereof) the number of Restricted Shares as calculated in Section
4.03.
(b) PROCEDURE.
On or before the end of the Company's fiscal second quarter
following the end of the relevant Plan Period, the Company shall
notify in writing each Restricted Share Recipient to whom an award of
Restricted Shares has been made of the number of shares that he shall
be entitled to receive and any other terms, conditions, and
restrictions relating thereto. The Restricted Share Recipient shall
have ten (10) days from the date of such notification to accept the
Restricted Shares subject to the terms, conditions and restrictions
relating thereto, which he may do by executing a Restricted Share
Agreement in a form designated by the Compensation Committee similar
to the one attached hereto as Exhibit B. Upon compliance with the
provisions of this subsection, share certificates representing the
Restricted Shares shall be issued in the name of the Restricted Share
Recipient to be held in escrow pursuant to Section 6.02 hereof, which
certificates shall bear the following legend reflecting that such
Restricted Shares are subject to the restrictions contained in this
Plan:
The shares represented by this certificate are subject to the terms,
conditions, and restrictions of the Company's Restricted Stock Plan,
adopted by the Company on April 20, 1988, as amended, and a Restricted
Share Agreement between the holder hereof and the Company dated [date
of Restricted Share Agreement]. The Company will mail to the holder
hereof a copy of the Cash Bonus and Restricted Stock Plan and of the
Restricted Share Agreement without charge within five (5) days after
receipt of a written request therefor.
4
(c) NUMBER OF SHARES AUTHORIZED.
The aggregate number of shares of Common Stock that may be issued
as Restricted Shares shall not exceed six hundred thousand (600,000)
shares. Common Stock reacquired by the Company as provided in Section
6.02(d) shall again be available for issuance in connection with other
allocations under this Cash Bonus and Restricted Stock Plan.
SECTION 6.02. RESTRICTIONS.
(a) MINIMUM PERFORMANCE FACTORS.
Notwithstanding anything to the contrary in this Program, no Cash
Performance Bonus Payment or Restricted Share Grant shall be made to
any Regular Participant unless his Individual Performance Factor and
the applicable Division or Subsidiary Performance Factor, when viewed
together, are at least as follows:
IF Individual Performance Factor THEN Division or Subsidiary Performance
is at Least Factor Must be at Least
-------------------------------- ---------------------------------------
1.30 .70
1.20 .70
1.10 .70
1.00 .70
.90 .80
.80 .90
.70 1.00
IF Division or Subsidiary Performance THEN Individual Performance Factor
Factor is at Least Must be at Least
------------------------------------- ----------------------------------
1.30 .70
1.20 .70
1.10 .70
1.00 .70
.90 .80
.80 .90
.70 1.00
5
(b) RESTRICTED PERIOD; RELEASE OF RESTRICTIONS.
By accepting the Restricted Shares awarded to him under this Cash
Bonus and Restricted Stock Plan, the Restricted Share Recipient agrees
and consents to the restrictions described herein. Unless the
Restricted Shares are earlier returned to the Company or released
pursuant to Section 6.02(d) hereof, such restrictions shall apply from
the date on which the Restricted Shares are issued pursuant to Section
6.01 until the date three (3) years from the last day of the relevant
Plan Period (this period being referred to herein as the "Restricted
Period"). At the expiration of the Restricted Period, the Restricted
shares shall be released to the Restricted Share Recipient. Upon
release of the Restricted Shares, whether at the expiration of the
three-year period (as provided in this Section 6.02(b) or by reason of
termination of employment of the Restricted Share Recipient (as
provided in Section 6.02(d), the Company shall issue and deliver to
the Restricted Share Recipient a share certificate in the name of such
Restricted Share Recipient representing the number of shares so
released and bearing any legend deemed necessary or appropriate by the
Company to comply with applicable securities laws and regulations.
(c) STATUS OF RESTRICTED SHARES DURING RESTRICTED PERIOD.
During the Restricted Period, the Company shall, as escrow agent,
retain at its principal office the share certificate issued in the
name of the Restricted Share Recipient. Subject to the rights and
powers established herein or in the Restricted Share Agreement, the
Restricted Share Recipient shall have all the rights of a stockholder,
including the right to vote and the right to receive dividends or
other distributions with respect to the shares represented by such
certificate. During the Restricted Period, Restricted Shares issued
under this Cash Bonus and Restricted Stock Plan shall not be
transferred, delivered, assigned, sold or disposed of in any manner,
nor pledged or otherwise hypothecated.
(d) TERMINATION OF EMPLOYMENT DURING RESTRICTED PERIOD.
If a Restricted Share Recipient's employment with the Division or
Subsidiary terminates because of death, permanent disability (as
defined in Internal Revenue Code Section 105(d)(4) or any successor
thereto), or retirement after attaining normal retirement age under
the provisions of any retirement plan of Carlisle (or as established
and approved by the Compensation Committee), all restrictions under
this Cash Bonus and Restricted Stock Plan shall automatically
terminate as to all Restricted Shares owned by the Restricted Share
Recipient and such Restricted Shares shall be released to such
Restricted Share Recipient. If a Restricted Share Recipient's
employment with the Division or Subsidiary terminates during the
Restricted Period other than by reason of death, permanent disability
(as defined in Internal Revenue Code Section 105(d) (4) or any
successor thereto), or retirement after attaining normal retirement
age under the provisions of any retirement plan of Carlisle (or as
established or approved by the Compensation Committee), or if the
Compensation Committee becomes aware that any conduct of a Regular
Participant constitutes Grounds for Forfeiture (as defined in Article
III, Section 3.03 hereof), then such Restricted Share Recipient shall
relinquish all rights in the Restricted Shares and such Restricted
Shares shall be returned to the Company, unless the Compensation
Committee shall, in its absolute discretion, waive the restrictions as
to any part or all of the Restricted Shares.
6
SECTION 7. EFFECT OF TRANSFER, PROMOTION, DEMOTION, TERMINATION OF
EMPLOYMENT, AND COMMENCEMENT OF EMPLOYMENT DURING PLAN PERIOD.
SECTION 7.01. EFFECT OF TRANSFER, PROMOTION, DEMOTION, TERMINATION OF
EMPLOYMENT, AND COMMENCEMENT OF EMPLOYMENT DURING PLAN
PERIOD.
(a) If, after the beginning of a Plan Period, a Regular
Participant's employment with Carlisle terminates for any reason,
or the Regular Participant is promoted or demoted within a
division or subsidiary or is transferred to another division or
subsidiary during any Plan Period, then the Compensation
Committee shall, in its absolute sole discretion, determine the
amount, if any, of any Cash Performance Bonus Payment or
Restricted Share Grant payable to the Regular Participant for the
uncompleted Plan Period.
(b) If, after the beginning of a Plan Period, an individual
commences employment with a division or subsidiary, the
Compensation Committee may, in its absolute discretion, elect to
include such individual as a Regular Participant for such Plan
Period.
(c) If, after the beginning of a Plan Period, the
Compensation Committee becomes aware that any conduct of a
Regular Participant constitutes Grounds for Forfeiture (as
defined in Article III, Section 3.03 hereof), then such Regular
Participant shall relinquish all rights in and to any Cash
Performance Bonus Payment or Restricted Share Grant for the
uncompleted Plan Period, unless the Compensation Committee shall,
in its absolute discretion, waive the restrictions.
ARTICLE II
CORPORATE PERSONNEL: STOCK OPTION PLAN
SECTION 1. ELIGIBILITY.
Eligibility for the "Stock Option Plan" that is the subject of this Article
II shall extend to certain key executive employees in the corporate offices
("Corporate Office(s)") of Carlisle (the "Special Participants") who are, in the
determination of the Compensation Committee in its absolute discretion, in a
position to influence the growth and earnings of Carlisle. Special Participants
will consist of the following three (3) groups of Corporate Office executive
positions, the specific positions comprising each group to be determined from
time to time by the Compensation Committee in its absolute discretion: certain
selected top Corporate Office executives (the "Top Corporate Officers"), which
Top Corporate Officers may include, for example, the Chairman of the Board, the
Vice Chairman of the Board, the President, and the Executive Vice President and
Treasurer; certain selected Corporate Office staff managers ("Staff Managers"),
which Staff Managers may include, for example, the Vice President of Corporate
Development, the General Counsel, the Staff Counsel, the Manager of Internal
Auditing, the Controller, and the Assistant Treasurer; and certain selected
Corporate Office middle management personnel ("Corporate Middle Management
Personnel"). Eligibility will also extend, in the absolute discretion of the
Compensation Committee, to executive employees of Carlisle who are not Regular
Participants or Special Participants ("Discretionary Participants").
SECTION 2. NATURE OF STOCK OPTIONS UNDER STOCK OPTION PLAN.
The Compensation Committee in its absolute discretion may designate whether
an option granted under this Stock Option Plan is a Non-Qualified Stock Option
or an Incentive Stock Option. For this
7
purpose, an "Incentive Stock Option" shall mean an option granted under this
Stock Option Plan which is designated to be an incentive stock option under the
provisions of Internal Revenue Code Section 422A. A "Non-Qualified Stock
Option" is any option granted under this Stock Option Plan which does not
qualify as an Incentive Stock Option. (Non-Qualified Stock Options and
Incentive Stock Options are referred to collectively herein as "Stock Options.")
In appropriate cases, the Compensation Committee may grant both a Non-Qualified
Stock Option and an Incentive Stock Option to the same individual. If both an
Incentive Stock Option and a Non-Qualified Stock Option are awarded at one time,
such Stock Options shall be deemed to be awarded in separate grants, shall be
clearly identified, and in no event will the exercise of one such Stock Option
affect the right to exercise the other such Stock Option. Any Stock Option
designated by the Compensation Committee as an Incentive Stock Option will be
subject to the general provisions applicable to all Stock Options granted under
the Stock Option Plan and, in addition, shall be subject to the provisions of
Section 5 hereof.
SECTION 3. GRANT OF STOCK OPTIONS.
SECTION 3.01. NUMBER OF SHARES SUBJECT TO OPTION.
Annually, each Special Participant will be awarded an option to
purchase a number of shares of the Common Stock of the Company equal to his
Long-Term Bonus Base (as defined in the Program prior to the effective date
of the amendments hereto) divided by the Market Value on the Effective Date
of Grant (as defined in Section 3.02 hereof), or,
Number of Shares Long-Term Bonus Base
Subject to Option = ----------------------------
Market Value of Common Stock
For this purpose, Market Value shall be as defined in Article III, Section
5.02 hereof and Long Term Bonus Base shall be as defined in Article I.
Section 4 hereof, prior to the effective dates of the amendments hereto,
except that the Position Factor for Corporate Office employees shall,
subject to modification in the absolute discretion of the Compensation
Committee, be as follows: for Top Corporate Officers the Position Factor
shall be .40, except that the Position Factor for the Top Corporate Officer
who holds the position of Chief Executive Officer shall be .50; for the
Staff Managers the Position Factor shall be .30; and for the Corporate
Middle Management Personnel the Position Factor shall be .15. The
Compensation Committee will determine the number of shares subject to any
Stock Option granted to any Discretionary Participant. Notwithstanding
anything to the contrary in this Stock Option Plan, the number of shares of
Common Stock of the Company subject to any Stock Option granted to any
Special Participant or Discretionary Participant in any one fiscal year
period shall not exceed one hundred thousand (100,000) shares.
SECTION 3.02. PROCEDURE.
Each Year, after January 1 but on or before the end of the Company's
second fiscal quarter in the case of a Special Participant, and from time
to time throughout the year in the case of a Discretionary Participant, the
Company shall notify in writing each such Participant to whom an award of a
Stock Option has been made of the terms and conditions of such Stock
Option. Thereafter, such Special or Discretionary Participant shall have
ten (10) days from the date of such notification to accept the Stock Option
subject to the terms, conditions and restrictions relating thereto, which
he may do by executing a Stock Option Agreement in a form designated by the
Compensation Committee similar to the attached hereto as Exhibit C for
Non-Qualified Stock Options, or attached hereto as Exhibit D for Incentive
Stock Options. If a Stock Option has been issued in accordance with the
provision of this Section, then the "Effective Date of Grant" will be the
date on which the Compensation Committee authorized the award of such Stock
Option.
8
SECTION 3.03. NUMBER OF SHARES AUTHORIZED.
The aggregate number of shares of Common Stock that may be issued
pursuant to this Stock Option Plan shall not exceed one million (1,000,000)
shares. Upon lapse or termination of any Stock Option unexercised, the
Common Stock that was subject to such Stock Option may again be subject to
other Stock Options.
SECTION 4. TERMS OF STOCK OPTIONS.
SECTION 4.01. OPTION PRICE.
The "Option Price" means the purchase price per share of Common Stock
subject to the Stock Option. The Option Price will normally equal one
hundred percent (100%) of the Market Value of the Common Stock on the
Effective Date of Grant, but may be modified in the absolute discretion of
the Compensation Committee, such discretion being subject, however, to the
following limitations: (a) in the case of Incentive Stock Options and Non-
Qualified Stock Options not described in (b) below, the Option Price shall
not be less than one hundred below, the Option Price shall not be less than
one hundred percent (100%) of the Market Value of the Common Stock on the
Effective Date of Grant; and (b) in the case of Non-Qualified Stock Options
specifically designated by the Compensation Committee as not satisfying the
qualified performance-based compensation requirements of Section 162(m) of
the Internal Revenue Code of 1986, as amended, and the Treasury Regulations
promulgated thereunder, the Option Price shall not be less than fifty
percent (50%) of the Market Value of the Common Stock on the Effective Date
of Grant.
SECTION 4.02. PERIOD WITHIN WHICH STOCK OPTION MAY BE EXERCISED.
Except as the Compensation Committee in its absolute discretion may
otherwise determine is necessary in light of Section 5(b) (ii) hereof to
preserve the status of a Stock Option as an Incentive Stock Option, Stock
Options granted to Special Participants may be exercised only during the
one-year period beginning on January 1 five (5) years from the first day of
the calendar year in which the Effective Date of the Grant of the Stock
Option falls and ending on December 31 of the year of exercise (the
"Exercise Period"). A Stock Option is considered to be exercised within
the Exercise Period if the Effective Date of Exercise (as defined in
Section 6.01 hereof) falls within the Exercise Period. The Exercise Period
for Discretionary Participants will be established by the Compensation
Committee in its absolute discretion.
SECTION 4.03. TERMINATION OF EMPLOYMENT.
(a) TERMINATION PRIOR TO COMMENCEMENT OF EXERCISE PERIOD.
If a Special or Discretionary Participant's employment with Carlisle
terminates prior to the commencement of the Exercise Period as defined in
Section 4.02 hereof (the "Pre-Exercise Period") because of death, permanent
disability (as defined in Internal Revenue Code Section 105(d) (4) or any
successor thereto), or retirement after attaining normal retirement age
under the provisions of any retirement plan of Carlisle (or as established
or approved by the Compensation Committee), then any outstanding Stock
Options of such Special or Discretionary Participant which are not then
exercisable shall become immediately exercisable, but shall be terminated
automatically if not exercised before the earlier of (i) the expiration of
the Exercise Period and (ii) one (1) year following the date of such death,
permanent disability, or retirement. If a Special or Discretionary
Participant's employment with Carlisle terminates during the
9
Pre-Exercise Period other than by reason of the foregoing causes, or if the
Compensation Committee becomes aware that any conduct of a Regular
Participant constitutes Grounds for Forfeiture (as defined in Article III,
Section 3.03 hereof), then any outstanding Stock Options of such Special or
Discretionary Participant which are not then exercisable shall immediately
automatically terminate.
(b) TERMINATION DURING EXERCISE PERIOD.
If a Special or Discretionary Participant's employment with Carlisle
terminates, or if the Compensation Committee becomes aware that any conduct
of a Regular Participant constitutes Grounds for Forfeiture (as defined in
Article III, Section 3.03 hereof), after commencement of the Exercise
Period but before exercise of any Stock Options, then any such outstanding
unexercised Stock Options shall terminate if not exercised before the
earlier of the expiration of the Exercise Period or whichever of the
following is applicable: (i) one (1) year following termination of
employment, if such termination was the result of death, permanent
disability or retirement (as defined in Section 4.03 hereof) and if such
Stock Option is a Non-Qualified Stock Option; or (ii) ninety (90) days
following (I) the date the Compensation Committee becomes aware of conduct
constituting Grounds for Forfeiture or (II) the date of termination of
employment if such termination was not the result of death, permanent
disability, or retirement, or if such Stock Option is an Incentive Stock
Option.
SECTION 4.04. NON-TRANSFERABILITY.
During the lifetime of a Special Participant or Discretionary Participant
to whom a Stock Option has been granted, such Stock Option is not transferable
and may be exercised only by such individual. Upon the death of a Special
Participant or a Discretionary Participant, the Stock Option may be transferred
to the beneficiaries or heirs of the holder of the Stock Option by will or by
the laws of descent and distribution.
SECTION 5. SPECIAL RULES RELATING TO INCENTIVE STOCK OPTIONS.
In addition to the provisions of this Article II, Incentive Stock Options
shall be subject to the following specific provisions:
(a) No Incentive Stock Option may be exercised after the expiration
of ten (10) years from the Effective Date of Grant;
(b) If, at the time the Incentive Stock Option is granted, the
Special Participant or Discretionary Participant owns, directly or
indirectly, stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or of its
parent or subsidiary corporations (as defined in Internal Revenue Code
Section 425(e) or 425(f)), then: (i) the Option Price at the time the
Incentive Stock Option is granted must equal at least one hundred and ten
percent (110%) of the Market Value of the Common Stock subject to the
Incentive Stock Option; and (ii) such Incentive Stock Option will not be
exercisable after the expiration of five (5) years from the Effective Date
of Grant;
(c) the aggregate Market Value (determined at the time the Incentive
Stock Option is granted) of the Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by such
individual during any calendar year (under all such plans of Carlisle)
shall not exceed one hundred thousand dollars ($100,000); and
10
(d) all Incentive Stock Options must be granted within ten (10) years
from the date the Program is adopted, or the date such Program is approved
by stockholders, whichever is earlier.
If any Stock Option is not granted, exercised or held pursuant to the provisions
of this Section 5, it will be considered to be a Non-Qualified Stock Option to
the extent that any or all of the grant is in conflict with these provisions.
SECTION 6. EXERCISE OF STOCK OPTIONS.
SECTION 6.01. NOTICE OF EXERCISE.
Any person entitled to exercise a Stock Option may do so in whole or
in part by delivering to the Company, attention Chief Financial Officer, at
its principal office a written notice of exercise. The written notice
shall specify the number of shares of Common Stock for which the Stock
Option is being exercised and shall be accompanied by full or partial
payment of the Option Price (as permitted under Section 6.02 hereof) for
the shares of Common Stock being purchased. If Common Stock is ultimately
issued in accordance with Section 6.03 hereof, the "Effective Date of
Exercise" means the date on which the Company has received the written
notice required hereunder, in such form as is acceptable to the Company,
and the Company has received, if payment of the purchase price is entirely
in cash, full payment as required by Paragraph 6.02 hereof or, if payment
is completely or partially by the exchange of Common Stock, such Common
Stock in the exchange.
SECTION 6.02. PAYMENT.
Payment of the purchase price upon exercise of any Stock Option may be
made in cash by the exchange of previously acquired Common Stock at its
then Market Value, or by a combination of these two methods. If payment is
made entirely in cash, the Special or Discretionary Participant shall
tender the full purchase price for the Common Stock at the time he submits
the notice required by Paragraph 6.01 hereof. If the exercise is by
exchange of previously acquired Common Stock or by a combination of cash
and the exchange of previously acquired Common Stock, the Special or
Discretionary Participant shall surrender to the Company, along with his
written notice, stock certificates representing the previously acquired
Common Stock submitted by the Special or Discretionary Participant in the
exchange, together with signed stock powers for each stock certificate
submitted. The Company shall then notify the Special or Discretionary
Participant of the amount of cash remaining due, which the Special or
Discretionary Participant shall pay to the Company no later than ten (10)
days following the receipt of such notice.
SECTION 6.03. ISSUANCE OF CERTIFICATES.
Certificates for shares of Common Stock purchased through exercise of
a Stock Option will be issued in regular course after exercise of the Stock
Option and payment therefor as provided in Section 6.01 and 6.02 hereof.
Shares shall be deemed to be issued to a Special or Discretionary
Participant on the date on which such shares are registered in such Special
or Discretionary Participant's name on the Company's stock records. No
person holding a Stock Option or entitled to exercise a Stock Option
granted under this Stock Option Plan shall have any rights or privileges of
a stockholder of the Company with respect to any shares of Common Stock
issuable upon exercise of such Stock Option until, and no adjustment shall
be made for dividends or distributions or other rights for which the record
date is prior to the date on which, such shares are registered.
11
ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION 1. ADMINISTRATION.
SECTION 1.01. COMPENSATION COMMITTEE.
The Cash Bonus and Restricted Stock Plan and the Stock Option Plan
(the "Plans") established under this Program shall be administered by a
"Compensation Committee." The Compensation Committee shall be composed of
three (3) or more directors of the Company, appointed from time to time by
the board of directors of the Company ("Board of Directors"), who are not,
and were not at any time within one (1) year prior to their appointment,
eligible for selection as Regular, Special, or Discretionary Participants
in this Program or any other program or plan of the Company or any of its
affiliates providing for the allocation or granting thereunder of stock,
stock options or stock appreciation rights.
SECTION 1.02. AUTHORITY.
Except as provided in Section 1.03 hereof, the Compensation Committee
shall have plenary authority to resolve any and all questions arising under
the Program or the Plans, to amend or terminate the Program or the Plans,
to correct any defect or supply any omission or reconcile any inconsistency
in the Program or the Plans, to establish, amend and rescind any rules and
regulations relating to the Program or any of the Plans, and to make, in
its absolute discretion, any other determinations necessary or advisable
for the administration and continued successful operation of the Program or
the Plans. Any and all decisions of the Compensation Committee in
administering the Program or the Plans, as described herein, shall be final
and conclusive. The Board of Directors shall be empowered to exercise any
authority granted to the Compensation Committee hereunder. In addition,
the Compensation Committee may, in its absolute discretion, delegate all or
a part of the day-to-day administration of the Program or the Plans to an
"Administrative Committee" selected by the Compensation Committee for that
purpose; provided, however, that the Administrative Committee shall not be
entitled to authorize the grant of any awards under the Program or the
Plans or to authorize any variances from the terms of the Program or the
Plans.
SECTION 1.03. LIMITS OF AUTHORITY.
Without the approval of the stockholders, the Compensation Committee
shall not do any of the following:
(a) increase the number of shares of Common Stock subject to the
Program or either of the Plans or increase the maximum number of
option shares available to any Special Participant or Discretionary
Participant in any one fiscal year period (except under the
anti-dilution provisions of Section 5.04 of this Article III);
(b) decrease the price at which Stock Options may be exercised
(except under such anti-dilution provisions);
(c) render eligible for membership on the Compensation Committee
as of any given date any person who is at such date, or at any time
within one (1) year prior thereto has been eligible for selection as a
Participant in any Plan, or any other plan of the Company or any of
its affiliates entitling the participants therein to acquire stock,
stock options or stock appreciation rights of the Company or any of
its affiliates; or
12
(d) change the class of employees eligible to participate in the
Program.
SECTION 1.04. LIABILITY.
No member of the Compensation Committee or the Administrative
Committee shall be liable for any action or determination taken or made in
good faith with respect to the Program, and to the extent permitted by law,
all members shall be indemnified by the Company for any liability and
expenses which may occur through any claim or cause of action. Likewise,
Carlisle shall have no responsibility or liability (other than under
applicable Securities Acts) for any act or omission in connection with the
Program.
SECTION 2. EFFECTIVE DATES.
SECTION 2.01. GENERAL.
Except as provided in Section 2.02 hereof, this Program shall be
effective on January 1, 1988 if approved and adopted by a majority of the
voting power of the Company within twelve (12) months after such date, and,
if not so approved and adopted, shall be of no force and effect.
The amendments to the Program adopted by the Compensation Committee on
May 2, 1991 and reflected herein shall become effective on January 1, 1992.
The amendments to the Program adopted by the Compensation Committee on
February 2, 1994, and reflected herein shall become effective on February
2, 1994, if approved and adopted by a majority of the voting power of the
company present in person or by proxy at the 1994 Annual Meeting of
Shareholders of the Company, and, if not so approved and adopted, shall be
of no force and effect.
SECTION 2.02. PHASE-IN - PRE-AMENDMENT PROGRAM.
(a) TWO-YEAR PHASE-IN OF CASH BONUS AND RESTRICTED STOCK PLAN.
For the Plan Periods of the Cash Bonus and Restricted Stock Plan
of 1988-1990 and 1989-1991 in effect prior to the amendments to the
Program, the total value of the Cash Performance Bonus Payment and the
Restricted Shares that a Regular Participant would otherwise be
entitled to receive under Article I of the pre-amendment Program shall
be reduced (but not below zero (0)) by the total value of the cash
payments ("1978 Program Cash Payment") and the stock option grants
("1978 Program Stock Option Grant") earned by such Regular Participant
as a regular, group B, or special participant ("1978 Program
Participant") under the former Executive Long-Term Incentive Program
of the Company effective as of January 1, 1978 ("1978 Program") for
plan periods ("1978 Program Plan Periods") 1986-1990 and 1987-1991,
respectively.
(b) AMOUNT OF REDUCTION.
For purposes of computing the amount of the reduction required by
Section 2.02(a) hereof, the 1978 Program Cash Payment shall include
all cash payments earned by the 1978 Program Participant from the 1978
Program for the relevant 1978 Program Plan Period whether designated
under the 1978 Program as a "Cash Performance Bonus Payment" or as an
"Option Appreciation Deficiency" payment. The value of the 1978
Program Stock Option Grant shall equal the number of option shares
ultimately exercisable by the 1978 Program Participant under the 1978
Program for the relevant 1978 Program Plan Period multiplied by the
difference between the aggregate Market Value per share of such option
shares at the end of the relevant 1978 Program Plan
13
Period and the Market Value per share of such option shares at the
date of the grant under the 1978 Program.
(c) ALLOCATION.
The amount of the reduction required by Section 2.02(a) hereof
shall be allocated equally to a reduction of the Cash Performance
Bonus Payment awarded under Article I, Section 6 hereof prior to the
amendments to the Program and the value of the Restricted Shares
awarded under Article I, Section 7 hereof prior to the amendments to
the Program. Thus, the amount of the Cash Performance Bonus Payment
otherwise awarded under Article I, Section 6 hereof prior to the
amendments to the Program shall be reduced by an amount equal to
one-half (1/2) of the total reduction computed pursuant to Section
2.02(b) hereof and the number of Restricted Shares otherwise awarded
under Article I, Section 7 hereof prior to the amendments to the
Program shall be reduced by a number of such Restricted Shares
determined by dividing the product of one-half (1/2) and the total
reduction computed pursuant to Section 2.02(b) hereof by the Market
Value of the Common Stock on the last day of the relevant Plan Period.
SECTION 2.03. PHASE-IN - POST-AMENDMENT PROGRAM.
(a) PHASE-IN OF CASH BONUS AND RESTRICTED STOCK PLAN.
For the 1992 Plan Period of the Cash Bonus and Restricted Stock
Plan in effect under the amendments to the Program, the total value
of the Cash Performance Bonus Payment and/or the Restricted Shares
that a Regular Participant would otherwise by entitled to receive
under Article I of the post-amendment Program shall be reduced (but
not below zero (0)) by the total value of the cash payments earned
under the 1988 Program in effect prior to the amendments to the
Program for the 1990-92 Plan Period ("1988 Program Cash Payment") and
the total value of the Restricted Shares awarded under the 1988
Program in effect prior to the amendments to the Program for the
1990-92 Plan Period ("1988 Program Restricted Shares").
(b) ALLOCATION.
The amount of the reduction required by Section 2.03(a) shall be
allocated (i) with respect to a Restricted Share Recipient, equally to
a reduction of the Cash Performance Bonus Payment and the value of the
Restricted Shares awarded under the Program in effect under the
amendments to the Program; and (ii) with respect to any other Regular
Participant, all to a reduction of the Cash Performance Bonus Payment
awarded under the Program in effect under the amendments to the
Program.
SECTION 3. LIMITATIONS ON RIGHTS OF PARTICIPANTS.
SECTION 3.01. ABSENCE OF CLAIM OF RIGHT.
No employee or other person has any claim or right to be granted an
award under the Program or the Plans.
SECTION 3.02. EFFECT ON EMPLOYMENT STATUS.
The fact that an employee has been granted any benefits under the
Program or the Plans shall not limit or otherwise qualify the right of his
employer to terminate his employment at any time.
14
SECTION 3.03. FORFEITURE OF RIGHTS: "GROUNDS FOR FORFEITURE."
Except as otherwise provided herein, all rights of a Regular
Participant in any Plan will terminate upon the voluntary or involuntary
termination of his employment with Carlisle. As used throughout this
Program "Grounds for Forfeiture" shall mean any of the following conduct of
any Regular Participant: (i) using for profit or disclosing confidential
information or trade secrets of Carlisle to unauthorized persons; (ii)
breaching any contract with or violating any legal obligation to Carlisle;
(iii) failing to make himself available to consult with, supply information
to, or otherwise cooperate with Carlisle at reasonable times and upon a
reasonable basis; (iv) while employed by Carlisle, engaging, directly or
indirectly, as an officer, employee, or consultant, or otherwise having,
directly or indirectly, ownership or interest in any business that is
competitive with the manufacture, sale or distribution of products and
services of the type in which Carlisle is engaged or which may be developed
or be in the process of development by Carlisle during the Regular
Participant's employment; provided, however, that the Regular Participant
may own beneficially or maintain voting power of the shares of common stock
of companies listed on national securities exchanges or publicly traded
that do not exceed five percent (5%) of the outstanding shares of such
companies; or (v) engaging in any other activity which would have
constituted grounds for his discharge for cause by Carlisle.
SECTION 4. OBLIGATIONS IMPOSED UPON REGULAR PARTICIPANTS.
SECTION 4.01. IMPLIED CONSENT OF REGULAR PARTICIPANTS.
Every Regular Participant by his acceptance of any benefits or
obligations under this Program, shall be deemed to have consented to be
bound, on his own behalf and on behalf of his heirs, assigns, and legal
representatives, by all the terms and conditions of this Program.
SECTION 4.02. TAX WITHHOLDING.
The Company has the right to deduct from all wages paid in cash any
federal, state, local or foreign taxes required by law to be withheld
therefrom. In the case of awards paid in the form of or in connection with
Restricted Shares or Stock Options, Participants may be required to make
arrangements satisfactory to the Company to comply with its withholding
obligation, or, in lieu thereof the Company shall have the right to retain
(or require a tender back of) the number of shares of Common Stock whose
Market Value equals the amount required to be withheld.
SECTION 5. DEFINITIONS AND PROVISIONS RELATING TO COMPANY STOCK
SECTION 5.01. COMMON STOCK.
"Common Stock" means shares of the common stock, par value of one
dollar ($1.00), of the Company.
SECTION 5.02. MARKET VALUE.
"Market Value" shall mean the closing sales price of the Common Stock
as reported on the New York Stock Exchange on the day such Market Value is
to be determined or, if no sales were reported on such day, then on the
next succeeding day on which there were reports of sales of the Common
Stock on such Exchange.
SECTION 5.03. COMPLIANCE WITH LAWS.
15
Any Common Stock issued pursuant to this Program shall be issued only
in full compliance with all applicable laws, including laws, rules and
regulations of the Securities Exchange Commission and applicable state Blue
Sky laws. The Compensation Committee may impose such conditions on
transfer and such other restrictions and limitations on such shares of
Common Stock as it may deem in its absolute discretion necessary and
appropriate to assure compliance with any applicable laws.
SECTION 5.04. ADJUSTMENT OF SHARES.
The Compensation Committee shall make appropriate adjustments in the
number of shares of Common Stock subject to a Restricted Stock Grant under
Article I or in the number of shares of Common Stock subject to option or
in the Option Price in the case of a Stock Option under Article II in order
to give effect to changes made in the number of outstanding shares as a
result of a merger, consolidation, recapitalization, reclassification,
combination, stock dividend, stock split, or other relevant change with the
determination as to the method and extent of change being at the absolute
discretion of the Compensation Committee.
SECTION 6. CHANGE IN CONTROL.
SECTION 6.01. STOCK PURCHASE.
In the event any Person (as hereinafter defined) (i) shall become,
directly or indirectly, the Beneficial Owner (as hereinafter defined) of
securities of the Company representing fifty percent (50%) or more of the
combined voting power of the Company's then outstanding securities for the
election of directors or fifty percent (50%) or more of the Company's then
outstanding shares of Common Stock, or (ii) commences a tender offer
pursuant to Regulation 14D promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, or any successor
provision thereto, which, if successful, would result in such Person's
becoming the Beneficial Owner of fifty percent (50%) or more of the
combined voting power of the Company's then outstanding securities for the
election of directors or fifty percent (50%) or more of the Company's then
outstanding shares of Common Stock ("Stock Triggering Event"), then the
following shall occur with respect to the benefits afforded the
Participants under this Program:
(a) Stock Options. With respect to each Special or
Discretionary Participant, all Stock Options that were outstanding at
the time of the Stock Triggering Event shall immediately become
exercisable in full, such Stock Options to be exercisable for a period
of one (1) year from the date of such Stock Triggering Event.
(b) Cash Performance Bonus Payment. Each Regular Participant
shall be entitled to receive, within thirty (30) days after the Stock
Triggering Event specified in clause (i) of this Section 6.01 or
within thirty (30) days after the successful completion of the Stock
Triggering Event specified in clause (ii) of this Section 6.01, a Cash
Performance Bonus Payment in the full amount that he would have been
entitled to receive under the Program had the Plan Period continued
until its normal expiration date.
(c) Restricted Shares. If the Stock Triggering Event occurs
during any Plan Period of a Restricted Share Recipient, such
Restricted Share Recipient shall be entitled to receive within thirty
(30) days of the Stock Triggering Event the number of Restricted
Shares that he would have been entitled to receive under the Program
had the Plan Period continued until its normal expiration date. Any
such Restricted Shares received shall not be subject to any of the
restrictions that would normally be imposed under Article I, Section
6.02 hereof. If the Stock Triggering Event occurs during a Restricted
Period with respect to any Regular Participant, then all restrictions
imposed by Article I, Section 6.02 hereof shall automatically
terminate as to all Restricted Shares owned by such Regular
16
Participant and such Restricted Shares shall be immediately released
to such Regular Participant.
For purposes of the foregoing provisions of this Section 6.01, the
following definitions shall apply: (x) "Affiliate" and "Associate" shall be
given the meanings of such terms under Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934 as in effect on February
1, 1988; (y) "Beneficial Owner" shall be given the meaning given beneficial
owner and beneficial ownership in Rule 13d-3 of the General Rules and
Regulations under the Securities Exchange Act of 1934 as in effect on February
1, 1988; and (z) "Person" shall mean and include any individual, corporation,
partnership or other person or entity and any "Group" (which shall mean persons
and entities that act in concert as described in Section 14(d) (2) of the
Securities Exchange Act of 1934 as in effect on February 1,1988) (other than the
Company or any subsidiary thereof and other than any profit-sharing, employee
stock ownership or any other employee benefit plan of the Company or such
subsidiary, or any trustee of or fiduciary with respect to any such plan when
acting in any such capacity and other than any executive officer of the
Company), and all Affiliates and Associates of any such individual, corporation,
partnership, or other person or entity or Group.
SECTION 6.02. BUSINESS COMBINATION.
In the event of the execution of an agreement providing for or resulting in
a Business Combination (as defined in Article SEVENTH. subparagraph C 2 of the
Company's Restated Certificate of Incorporation as in effect on February 1,
1988) ("Non-Stock Triggering Event"), then the following shall occur with
respect to the benefits afforded the Participants under this Program:
(a) Stock Options. With respect to each Special or
Discretionary Participant, all Stock Options that were outstanding at
the time of the Non-Stock Triggering Event shall immediately become
exercisable in full, such Stock Options to be exercisable for a period
of one (1) year from such Non-Stock Triggering Event.
(b) Cash Performance Bonus Payment and Restricted Shares. Each
Regular Participant shall be entitled to receive, within thirty (30)
days of the Non-Stock Triggering Event, a Cash Performance Bonus
Payment and a number of Restricted Shares as determined in the
absolute sole discretion of the Compensation Committee.
SECTION 6.03. EXCEPTION.
Notwithstanding the foregoing, in the event the amounts deemed payable
under this Section 6 when added to all other payments to the optionee by
the Company, would, if made, constitute "excess parachute payments" within
the meaning of Sections 280G and 4999 of the Internal Revenue Code of 1986,
as amended, the amounts deemed payable by the Company under this Section 6
may, in the absolute discretion of the Compensation Committee, be reduced
by the amount deemed necessary to cause the optionee to receive one
thousand dollars ($1,000.00) less than three (3) times the optionee's "base
amount" as that term is defined in Code Section 280G. The Compensation
Committee shall, in its absolute discretion, determine the manner in which
any reduction required by this Section 6.03 shall be allocated among
amounts deemed payable by the Company under this Section 6.
SECTION 7. PROGRAM UNFUNDED.
The Program and the Plans are unfunded and the Company is not required to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of any award under the Program or the Plans and
payment of awards is subordinate to the claims of the Company's general
creditors.
17
18
EXHIBIT A
ACKNOWLEDGEMENT OF ACCEPTANCE
__________________________________________ is designated as a Regular
Participant in the Cash Bonus and Restricted Stock Plan (the "Plan") of the
Carlisle Companies Incorporated Executive Incentive Program (the "Program")
effective as of __________ __, ____ and incorporated by reference herein for the
Plan Period commencing ____________, ____.
The undersigned, designated as a Regular Participant, hereby agrees for himself,
his heirs, his executor, and legal representative, to be bound by all of the
terms and conditions of the Plan and the Program of which it is a part.
-----------------------------------
Employee
- -----------------
Date
19
EXHIBIT B
RESTRICTED SHARE AGREEMENT
This agreement entered into this ____ day of _________, ____, by and
between _____________________ ("Regular Participant") and Carlisle Companies
Incorporated (the "Company").
1. In accordance with Article I of the Company's Executive Incentive
Program (the "Program"), the Company grants the Regular Participant
_____________ shares of the Common Stock, par value of One Dollar ($1.00), of
the Company ("Restricted Shares") for the _______ Plan Period subject to the
terms and conditions contained in the Program and this Agreement.
2. Regular Participant agrees to deposit with the Company as escrow agent
the share certificate representing the Restricted Shares granted to the Regular
Participant. The voting of the shares shall be vested in Regular Participant
and Regular Participant shall be entitled to receive all dividends and shall be
vested with all other incidents of ownership subject to the terms, provisions,
and conditions of the Program and this Agreement. As Restricted Shares are
released to Regular Participant pursuant to the Program, the Company shall issue
and deliver to Regular Participant a share certificate reflecting the number of
shares so released.
3. In the event that the Restricted Shares are forfeited by Regular
Participant in accordance with the terms and conditions of the Program, Regular
Participant hereby irrevocable appoints any officer of the Company as his or her
attorney-in-fact to transfer the Restricted Shares on the books of the Company
to the Company.
4. Regular Participant agrees that the Restricted Shares are being
acquired in accordance with and subject to the terms, provisions, and conditions
of the Program, to all of which Regular Participant expressly consents. Regular
Participant further agrees and represents that the Restricted Shares are
acquired for investment and that Regular Participant has no current intention to
transfer, sell, or otherwise dispose of the shares, except as permitted by the
Program and in compliance with applicable securities laws.
5. The provisions of this Agreement shall be applicable to the Restricted
Shares and to any shares or other securities of the Company that may be acquired
by Regular Participant pursuant to a stock split, stock dividend, combination or
exchange of shares or by any other similar capital adjustment affecting the
Restricted Shares. As used in this Agreement, the "Restricted Shares" shall be
deemed to include any such securities issued in respect of the Restricted
Shares.
6. This Agreement shall be binding on and inure to the benefit of the
Company and the Regular Participant and their respective heirs, successors,
assigns and legal representatives.
7. This constitutes the entire agreement among the parties with respect
to this subject matter, and this Agreement may not be modified, amended, renewed
or terminated, nor may any term, condition or breach of any term or condition be
waived, except in writing signed by the person or persons sought to be bound by
such modification, amendment, renewal, termination or waiver. Any waiver of any
term or condition or breach of this Agreement shall not be a waiver of any other
term or condition or of the same term or condition.
20
8. The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision.
The parties have caused this Agreement to be duly executed as of the day
and year first above written.
- ----------------------------------------
Regular Participant
- ---------------------------------------- CARLISLE COMPANIES INCORPORATED
Street Address
- ----------------------------------------
City, State, Zip Code
- ---------------------------------------- By:
Social Security Number ---------------------------
21
EXHIBIT C
NON-QUALIFIED STOCK OPTION AGREEMENT
AGREEMENT made this __ day of ___________, _____ between Carlisle Companies
Incorporated, a Delaware corporation (the "Company"), and ________________
("Employee").
SECTION 1. Pursuant to the Company's ______ Executive Incentive Program,
as amended (the "Program") adopted by a resolution of the Board of Directors of
the Company and approved by the shareholders of the Company, and pursuant to a
resolution adopted by the Compensation Committee on _________ ___, ____ the
Company grants an option to Employee to purchase ____________ (_____) shares of
the common stock of the Company under the Program's stock option plan (the
"Plan") at ___________________ ($__.__) per share, the closing price of the
common stock on the New York Stock Exchange on ________ __, ____. This option
shall be an option not qualifying as an incentive stock option under Section
422A of the Internal Revenue Code of 1986, as amended and is granted subject to
the conditions, limitations, adjustments, covenants, and other provisions set
forth in this Agreement, in the Plan and in the Program. Any term capitalized
but not defined in this Agreement shall have the meeting ascribed by the
Program.
SECTION 2. Except as otherwise provided in this Agreement, in the Program
or in the Plan, this option may be exercised in whole or in part in the
installments set forth in Table I below. Any installment not exercised shall
carry over to the subsequent stock option exercise period. In no event shall
more shares of the option be exercised than shown in the maximum stock option
carry over. The option, to the extent that installments are not otherwise
exercised, expires on _________ __, ____ unless sooner terminated.
TABLE I
STOCK OPTION INSTALLMENTS
Number of Shares
Subject to Option Exercise
--------------------------------
Stock Option Maximum Stock
Exercise Period Installments Option Carry-over
- --------------- ------------ -----------------
SECTION 3. The procedure for the exercise of this option shall be as set
forth in Article II, Section 6 of the Plan. The cost of any stock transfer or
issue taxes or other taxes and changes imposed by government authority on the
transfer or issue of shares purchased by an exercise of this option shall be
paid by the Company.
SECTION 4. Without limiting the application of any other provision of this
Agreement, the Plan or the Program, Employee acknowledges and agrees that the
option price and/or the number of shares subject to option under this Agreement
may be subject to adjustment, in the discretion of the Compensation Committee,
as provided in Article III, Section 5.04 of the Program. The Employee further
expressly acknowledges and agrees that the options granted under this Agreement
are subject to the restrictions and limitations contained in Article III,
Section 3.02 of the Plan (pertaining to termination of employment) and Article
III, Section 6 of the Program (pertaining to change in control of the Company).
SECTION 5. The option granted to Employee under this Agreement may not be
transferred or assigned by him other than by will or by the laws of descent and
distribution and may not be exercised by anyone other than Employee during his
lifetime.
22
SECTION 6. Any notice or other communication required or permitted to be
given under this Agreement shall be duly given if in writing and delivered
personally or mailed first-class, postage prepaid, by registered or certified
mail as follows:
If to the Company:
Carlisle Companies Incorporated
101 South Salina Street, Suite 800
Syracuse, New York 13202-1330
Attention: Vice President, Secretary and General Counsel
If to the Employee:
------------------------
------------------------
------------------------
or to such other address as may be given in writing as provided in this
Agreement.
SECTION 7. No reference to any specific provision or Section of the
Program or Plan shall be construed to in any way limit, by negative implication
or otherwise, the applicability of any other Program or Plan provision or
Section to this Agreement.
The parties have executed this Agreement on _________ ____, _____.
I accept the option to purchase shares of common stock of the Company
granted in accordance with and subject to the terms and conditions of this
Agreement and of the Program and the Plan, and I agree to be bound by those
terms and conditions.
----------------------------------
Employee
23
EXHIBIT D
INCENTIVE STOCK OPTION AGREEMENT
AGREEMENT made this ____ day of _________, 19__ between Carlisle Companies
Incorporated, a Delaware corporation ("the Company") and
_________________________ ("Employee").
WITNESSETH
Section 1. Pursuant to a resolution of the Compensation Committee of
the Company, adopted in accordance with Article II (the "Plan") of the Company's
Executive Incentive Program (the "Program") at a meeting held on the ____ day of
___________ 19__, the Company hereby grants an option to Employee to purchase
____________ (___) shares of the common stock of the Company at ____________
Dollars ($_____) per share, the closing price of such common stock on the New
York Stock Exchange on _________ ___, _____. This option shall be an option
qualifying as an Incentive Stock Option under Section 422A of the Internal
Revenue Code of 1986, as amended ("Incentive Stock Option") and granted subject
to the conditions, limitations, adjustments, covenants, and other provisions set
forth herein, in the Plan, and in the Program. Any term capitalized but not
defined herein shall have the meaning ascribed thereto by the Program.
Section 2. Except as otherwise provided herein, in the Program, or in
the Plan, this option may be exercised in whole or in part between the dates of
______, 19__ and __________ ___, 19__ and shall expire on ________ __, 19__
unless terminated prior thereto.
Section 3. The procedure for the exercise of this option shall be as
set forth in Article II, Section 6 of the Plan. The cost of any stock transfer
or issue taxes or other taxes and changes imposed by government authority on the
transfer or issue of shares purchased by an exercise of this option shall be
paid by the Company.
Section 4. The Employee hereby acknowledges and agrees that the option
price and/or the number of shares subject to option hereunder may be subject to
adjustment, in the discretion of the Compensation Committee, as provided in
Article III, Section 5.04 of the Program. The Employee further expressly
acknowledges and agrees that the options granted hereunder are subject to the
restrictions and limitations contained in Article III, Section 3.02 of the Plan
(pertaining to termination of employment).
Section 5. This Agreement shall be subject to the provisions of Article
III, Section 6 of the Program (pertaining to change in control of the Company).
Section 6. The option granted to Employee hereunder may not be
transferred or assigned by him or her otherwise than by Will or by the laws of
descent and distribution and may not be exercised by anyone other than Employee
during his lifetime.
Section 7. Because this option is an Incentive Stock Option, it is
subject to the special rules relating to Incentive Stock Options contained in
Article II, Section 5 of the Program. In particular, this option may not be
exercised after the expiration of ten (10) years from the date of grant.
Section 8. Any notice or other communication required or permitted to
be given hereunder shall be duly given if in writing and delivered personally or
mailed first-class, postage prepaid, by registered or certified mail as follows:
If to the Company:
Carlisle Companies Incorporated
101 South Salina Street; Suite 800
Syracuse, NY 13202-1330
Attention: Chief Financial Officer
24
or to such other address as may be given in writing as herein provided.
Section 9. No reference herein to any specific provision or Section of
the Program or Plan shall be construed to in any way limit by negative
implication or otherwise, the applicability of any other Program or Plan
provision or Section to this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
CARLISLE COMPANIES INCORPORATED
By:
---------------------------------
I hereby accept the Non-Qualified Stock Option to purchase shares of common
stock of the company granted above in accordance with and subject to the terms
and conditions of this Agreement and of the Program and the Plan and I agree to
be bound thereby.
Date: By:
------------------ --------------------------------
Accepted Employee
25