Exhibit 10.8
CARLISLE COMPANIES
INCORPORATED
DEFERRED COMPENSATION
PLAN
FOR NON-EMPLOYEE
DIRECTORS
Carlisle Companies Incorporated
hereby establishes, effective as of January 1, 2004, the
Carlisle Companies Incorporated Deferred Compensation Plan for
Non-Employee Directors on the terms and conditions hereinafter set
forth. The Plan provides each eligible non-employee director
with the opportunity to (i) defer all or a portion of his annual
retainer and meeting fees and (ii) elect to receive a one-time
credit to his Account under the Plan in lieu of benefits to which
he would otherwise be entitled under the Company’s Director
Retirement Plan.
SECTION I
DEFINITIONS
For the purposes hereof, the
following words and phrases shall have the meanings set forth
below, unless their context clearly requires a different
meaning:
1.1. “Account”
means the bookkeeping account maintained under the Plan by the
Administrator on behalf of each Participant pursuant to
Section 2.4.
1.2.
“Administrator” means the administrator appointed to
administer the Plan. Unless and until otherwise specified,
the Administrator under the Plan shall be the Board. Pursuant
to Section 3, from time to time the Administrator may delegate
to the management of the Company its responsibilities, including
its recordkeeping responsibilities, under the Plan. Where
used herein, the “Administrator” shall be deemed to
include representatives of the Company’s management to whom
administrative responsibilities, including recordkeeping
responsibilities, have been delegated.
1.3. “Beneficiary”
or “Beneficiaries” means the person or persons,
including one or more trusts, designated by a Participant in
accordance with the Plan to receive payment of the remaining
balance of the Participant’s Account in the event of the
death of the Participant prior to the Participant’s receipt
of the entire amount credited to his Account.
1.4. “Board” means
the Board of Directors of the Company.
1.5. “Company”
means Carlisle Companies Incorporated and its successors,
including, without limitation, the surviving corporation resulting
from any merger or consolidation of Carlisle Companies Incorporated
with any other corporation, limited liability company, joint
venture, partnership or other entity.
1.6. “Election
Agreement” means a Participant’s agreement, on a form
provided by the Administrator, to defer his Fees.
1.7. “Eligible
Director” means, unless otherwise determined by the
Administrator, each member of the Board who is not an employee of
the Company or any of its affiliates. Each Eligible Director
shall continue as such until his Termination of Service
Date.
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1.8. “Fees” means
the annual retainer, meeting fees and other similar amounts (as
determined by the Administrator from time to time) payable by the
Company to a Participant in consideration for his service as a
member of the Board.
1.9. “Insolvent”
means that the Company has become subject to a pending voluntary or
involuntary proceeding as a debtor under the United States
Bankruptcy Code or has become unable to pay its debts as they
mature.
1.10.
“Participant” means any Eligible Director who has at
any time elected to defer the receipt of Fees in accordance with
the Plan or who has received a credit pursuant to
Section 2.3(ii) and who, in conjunction with his Beneficiary,
has not received a complete distribution of the amount credited to
his Account.
1.11. “Pension Election
Agreement” means a Participant’s agreement, on a form
provided by the Administrator, to receive a credit to his Account
under the Plan in lieu of all benefits to which he would otherwise
be entitled under the Carlisle Companies Incorporated Director
Retirement Plan.
1.12. “Plan” means
this deferred compensation plan, which shall be known as the
Carlisle Companies Incorporated Deferred Compensation Plan for
Non-Employee Directors.
1.13. “Termination of
Service Date” means the date a Participant ceases to be a
member of the Board for any reason.
1.14. “Year” means
the 12-month period ending on each December 31.
SECTION II
DEFERRALS, CONTRIBUTIONS AND
ACCOUNTS
2.1. Eligibility
. Subject to Section 2.3, an Eligible Director may elect
to defer receipt of all or a specified part of his Fees for any
Year in accordance with Section 2.2. An Eligible
Director’s entitlement to defer shall cease with respect to
the Year following the Year in which he ceases to be an Eligible
Director.
2.2. Election to Defer
. An Eligible Director who desires to defer all or part of
his Fees pursuant to the Plan must complete and deliver an Election
Agreement to the Administrator before the first day of the Year for
which such Fees would otherwise be earned. Notwithstanding
the above, in the event that an individual first becomes an
Eligible Director during the course of a Year, the
individual’s Election Agreement must be filed no later than
thirty (30) days following the date he first becomes an Eligible
Director and such Election Agreement shall be effective only with
regard to Fees earned following the filing of the Election
Agreement with the Administrator. An Election Agreement that
is timely delivered to the Administrator shall be effective with
respect to Fees earned in all Years following the Year in which the
Election Agreement is delivered to the Administrator, unless such
Election Agreement is revoked or modified (which revocation or
modification shall be effective on the first day of the Year
following the Year in which such revocation or modification is
delivered to the Administrator) or until terminated automatically
upon either the termination of the Plan, the Company becoming
Insolvent or the Participant’s Termination of Service
Date.
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2.3. Amount Deferred
.
(i)
Elective Deferrals
. A Participant shall
designate on the Election Agreement the portion of his Fees that is
to be deferred in accordance with the following rules. A
Participant may defer up to 100% of the Fees that he would
otherwise receive during the Year for services performed as an
Eligible Director.
(ii)
Converted Benefit
. Each Eligible Director who
earned benefits under the Carlisle Companies Incorporated Director
Retirement Plan and who elects on his Pension Election Agreement to
receive an amount under the Plan in lieu of such benefits shall
have a credit made to his Account in the amount set forth in his
Pension Election Agreement.
2.4. Accounts
.
(i)
Crediting of Deferrals
. Fees that a Participant
elects to defer shall be credited to his Account on the date the
Fees would otherwise have been paid to the Participant.
(ii)
Crediting of Converted
Benefit . Any
amount credited to a Participant’s Account pursuant to
Section 2.3(ii) shall be credited as soon as practicable after
the date on which the Participant elects to receive such
credit.
(iii)
Investment Procedures
. Until fully distributed
under the Plan, amounts held in a Participant’s Account shall
be credited with gains, losses and earnings based on investment
directions made by the Participant on an Election Agreement
provided by the Administrator. The initial investment options
available under the Plan shall be (a) an investment option deemed
to be invested solely in shares of the common stock, par value of
one dollar ($1.00), of the Company, with dividends deemed to be
reinvested in such shares (the “Company Stock Fund”)
and (b) a fixed rate investment option, which rate is subject to
change from time to time and is compounded annually (the
“Fixed Rate Fund”). Each Participant may change
his investment elections one time per Year, which change will be
effective on the first day of such Year, by submitting an Election
Agreement to the Administrator during the pe
