Carlisle Corporation Supplemental Pension Plan

Exhibit 10.24

Carlisle Corporation

Supplemental Pension Plan

(as amended through October 31, 2007)

Table of Contents

ARTICLE 1.
Establishment and Restatement of the Plan

        1.1     Restatement of the Plan     

        Carlisle Corporation previously established an excess benefit plan for certain of its eligible Employees known as the "Supplemental Pension Plan for Employees of Carlisle Corporation" (the "Plan"), which Plan was effective as of February 9, 1988. The Plan is hereby amended and restated in this instrument effective as of January 1, 1997 and shall be known as the "Carlisle Corporation Supplemental Pension Plan."

        1.2     Purpose     

        The purpose of the Plan is to provide retirement or survivor's benefits under the circumstances described in (a), (b), and (c) below.

•         (a)   Effective as of February 9, 1988, to provide to the Employee or his survivor(s) eligible to receive payments under the Retirement Plan for Employees of Carlisle Corporation (the "Retirement Plan") that portion of such person's benefit which is not payable under the Retirement Plan due to the maximum annual benefits limitation under Code section 415. To this extent the Plan is intended to provide solely for benefits for certain employees in excess of the limitations imposed by section 415 of the Internal Revenue Code of 1986 ("Code"), within the meaning of section 3(36) of the Employee Retirement Income Security Act of 1974 (the "Act").

          (b)   Effective as of January 1, 1994, to provide to the Employee or his survivor(s) eligible to receive payments under the Retirement Plan that portion of such person's benefit that is not payable under the Retirement Plan due to the compensation limitation under Code section 401(a)(17) or the nondiscrimination rules under Code section 401(a)(4).

          (c)   Effective as of February 1, 1994, to provide to the Employee or his survivor(s) a supplemental retirement benefit to those persons listed in and for the amounts specified in Appendix A attached to and made a part of the Plan. To the extent benefits are payable under this subsection and under subsection (b) above, the Plan is intended to provide unfunded deferred compensation benefits for a select group of management or highly compensated employees within the meaning of section 201(2) of the Act.

        1.3     Application of the Plan     

        The terms of this Plan are applicable only to eligible Employees who are in the active employ of the Employer on or after January 1, 1997. Benefits for Participants in the Plan who retired or whose employment terminated prior to January 1, 1997 shall be as provided under the Plan as in effect at the time of such retirement or termination.

ARTICLE 2.
Definitions and Construction

        2.1     Definitions     

        Whenever used in the Plan, the following terms shall have the meaning set forth below unless the context clearly indicates otherwise.

•         (a)    "Act" means the Employee Retirement Income Security Act of 1974, as now in effect or hereafter amended.

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•         (b)    "Affiliate" means the Company and any other corporation which together with the Company is a member of a "controlled group of corporations" as defined in Code section 414(b).

          (c)    "Benefit Commencement Date" means the date as of which a Participant's retirement benefit is to commence under the Plan.

          (d)    "Board of Directors" means the Board of Directors of the Company.

          (e)    "Code" means the Internal Revenue Code of 1986, as now in effect or hereafter amended.

          (f)     "Committee" means the Carlisle Corporation Pension and Insurance Committee appointed by the Board of Directors of the Company.

          (g)    "Company" means Carlisle Corporation, and any organization that is a successor thereto.

          (h)    "Effective Date" means February 9, 1988.

          (i)     "Employee" means any employee of the Company or other Employer.

          (j)     "Employer" means the Company and any Affiliate of the Company which is a party to a Retirement Plan.

          (k)    "Participant" means an Employee who has satisfied the conditions of sections 3.1 and 3.2.

          (l)     "Plan" means the Carlisle Corporation Supplemental Pension Plan as provided herein and as subsequently amended from time to time.

          (m)   "Retirement Plan" means (1) the Retirement Plan for Employees of Carlisle Corporation and (2) any other defined benefit pension plan maintained by the Employer which is designated by the Committee as a Retirement Plan, under which plan retirement benefits may be limited under Code section 415, 401(a)(4), or 401(a)(17).

          (n)    "Specified Employee" means an Employee who, as of the date of the Employee's separation from service with the Employer, is a "key employee" of the Employer. An Employee shall be a "key employee" for this purpose during the twelve (12) month period beginning April 1 each year if the Employee met the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5) of the Code) at any time during the twelve (12) month period ending on the immediately preceding December 31. For purposes of this Plan, the term "separation from service" shall be defined as provided in Code Section 409A and applicable regulations.

        2.2     Gender and Number     

        Except when otherwise indicated by the context, any masculine terminology herein shall include the feminine, and the definition of any term herein in the singular shall also include the plural.

        2.3     Severability     

        In the event any provision of the Plan shall be held invalid or illegal for any reason, any illegality or invalidity shall not affect the remaining parts of the Plan, but the Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted, and the Company shall have the privilege and opportunity to correct and remedy such questions of illegality or invalidity by amendment as provided in the Plan.

        2.4     Applicable Law     

        The Plan shall be governed, construed, and administered in accordance with the laws of the State of New York.

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ARTICLE 3.
Participation

        3.1     Eligibility     

        An Employee described in section 1.2(a) or (b) above who is entitled to retirement benefits pursuant to a Retirement Plan will be eligible to participate under this Plan provided that:

•         (a)   the Employee's participation in the Plan has been approved by the Committee; and

          (b)   payments that would otherwise have been made to the Employee under the Retirement Plan have been reduced by the limitation on such payments set forth in the Retirement Plan, as required by Code section 415, 401(a)(4), or 401(a)(17).

        An Employee described in section 1.2(c) above shall be eligible for participation under this Plan as of the date determined by the Committee and specified in Appendix A to the Plan.

        3.2     Participation     

        A person who is eligible for retirement or survivor benefits as described in section 3.1 shall become a Participant in the Plan as of the first day of the calendar year in which such person meets the eligibility conditions in section 3.1 above.

        The Committee may provide for the discontinuation of future benefit accruals for any Participant at any time, provided that such a Participant shall retain the right to receive benefits accrued prior to such discontinuation as provided herein

ARTICLE 4.
Benefits

        4.1     Eligibility for Benefits     

•         (a)    Supplemental Normal Pension.     A Participant who retires after he attains his normal retirement age under the Retirement Plan (i.e., age 65 and at least five years of vesting service under the Retirement Plan for Employees of Carlisle Corporation) shall be eligible to receive a supplemental normal pension under the Plan.

          (b)    Supplemental Early Pension.     A Participant who retires after he attains his early retirement age under the Retirement Plan (i.e., age 55 and at least ten years of vesting service under the Retirement Plan for Employees of Carlisle Corporation) shall be eligible to receive a supplemental early pension under the Plan.

          (c)    Supplemental Disability Pension.     A Participant whose employment terminates due to total and permanent disability as defined in the Retirement Plan shall be eligible to receive a supplemental disability pension under the Plan.

        The Employers do not intend to provide for a vested retirement benefit under the Plan.

        4.2     Amount of Benefits     

•         (a)    General.     The monthly supplemental pension benefit payable to a Participant at or after age 65 in the form a single life annuity shall be equal to—

  •         (1)   in the case of a benefit described in section 1.2(a) or (b), the difference between (A) and (B) where—

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• • •         (A)  is the amount of the monthly normal or disability retirement benefit that would have been payable under the Retirement Plan if the limitations in Code sections 415, 401(a)(4), and 401(a)(17) were not applied; and

              (B)  is the amount of the monthly normal or disability retirement benefit payable under the Retirement Plan; or

            (2)   in the case of a benefit described in section 1.2(c), the amount specified in Appendix A of the Plan.

          (b)    Payments at Other Times and in Other Forms.     If a supplemental pension payable under the Plan becomes payable at a time other than age 65 or becomes payable in a form of payment other than a single life annuity, the amount of the supplemental pension payable under the Plan shall be computed using the same actuarial factors and assumptions, including early commencement factors for a supplemental early pension, used to compute the benefit payable under the Retirement Plan.

          (c)    Discontinued Benefit Accruals .    The supplemental pension payable to an eligible Participant under 4.1 with respect to whom benefit accruals were discontinued under 3.2 prior to the Participant's retirement or termination of employment due to total permanent disability shall be determined based on the amount determined under (a)(1)(A) as of the date of discontinuation of benefit accruals, and the amount determined under (a)(1)(B) as of the date of retirement or termination due to total permanent disability.

        4.3     Form of Payment and Commencement Date     

•         (a)    Normal Form.     The normal form of payment of a supplemental pension benefit under the Plan shall be

  •         (1)   a single life annuity for an unmarried Participant, payable monthly as of the first day of the month and commencing at the time specified in subsection (c) below; or

            (2)   for a married Participant, the automatic post-retirement (joint and survivor) surviving spouse benefit under the Retirement Plan.

          (b)    Optional Forms.     Upon an irrevocable written election filed with the Committee at least 90 days prior to the Participant's retirement date, the benefit to which the Participant is entitled under subsection (a) above shall be payable under one of the post-retirement optional forms of payment that are provided under the Retirement Plan. Such form need not be the same form of payment as selected by the Participant under the Retirement Plan. Any of these forms of monthly or lump sum payment shall have an actuarial value that is equivalent to the normal form of bene