Exhibit 10.12
CARLISLE COMPANIES INCORPORATED
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE
DIRECTORS
As Amended and Restated Effective
January 1, 2007
The Carlisle Companies Incorporated
Deferred Compensation Plan for Non-Employee Directors provides each
eligible non-employee director with the opportunity to defer all or
a portion of his annual retainer and meeting fees to his Account
under the Plan. The Plan also provided eligible non-employee
directors a one-time opportunity to elect to receive a one-time
credit to his Account under the Plan in lieu of any benefits to
which he would otherwise be entitled under the Company’s
Director Retirement Plan.
The Plan, originally effective
January 1, 2004, is hereby amended and restated effective as
of January 1, 2007 to (i) conform the Plan to the
requirements of Section 409A of the Internal Revenue Code and
(ii) meet other current needs.
SECTION I
DEFINITIONS
In this Plan, whenever the context
so indicates, the singular or plural number and the masculine,
feminine or neuter gender shall be deemed to include the other and
the terms “he,” “his” and “him”
shall refer to a Participant. Unless otherwise indicated,
section references shall mean sections of this Plan. 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 to reflect all allocations and distributions with
respect to the Participant under the Plan.
Each Participant who participated in
the Plan prior to January 1, 2005 shall have a separate
sub-account maintained by the Administrator to reflect
(i) deferrals of Fees earned by the Participant prior to
January 1, 2005, (ii) the one-time credit described in
Section 2.4(ii), (iii) allocations of gains, losses and
earnings as described in 2.4(iii) with respect to
pre-January 1, 2005 Fee deferrals and the one-time credit, and
(iv) distributions of such amounts. Such sub-account is
referred to in the Plan as a Participant’s “
Pre-2005 Sub-Account .”
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.
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1.4
“ Board ” means
(i) the Board of Directors of the Company and (ii) any
committee or committees of the Company’s Board of Directors
to which, and to the extent, the Company’s Board of Directors
has delegated some or all of its power, authority, duties or
responsibilities with respect to the Plan.
1.5
“ Code ” means
the Internal Revenue Code of 1986, as amended.
1.6
“ Company ” means
Carlisle Companies Incorporated, a Delaware corporation, 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.
1.7
“ Election Agreement
” means a Participant’s agreement, on a form provided
by the Administrator, to defer his Fees.
1.8
“ 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.
1.9
“ 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.
1.10
“ 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.
1.11
“ 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 2.4(ii) and who, in
conjunction with his Beneficiary, has not received a complete
distribution of the amount credited to his Account.
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 respect to Fees earned following the
filing of the Election Agreement with the Administrator. An
Election Agreement that is timely delivered to the Administrator
shall
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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’s becoming Insolvent or the
Participant’s Termination of Service Date.
2.3
Deferral of Fees
. 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 earn and
otherwise receive during the Year for services performed as an
Eligible Director.
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)
Converted Benefit . Each Eligible Director who earned
benefits under the Carlisle Companies Incorporated Director
Retirement Plan and who elected to receive a credit to his Account
under the Plan in lieu of such benefits received such credit to his
Account on or about January 15, 2004 in the amount set forth
in his Election Agreement for the Year beginning January 1,
2004.
(iii)
Investment Procedures . Until fully distributed under
the Plan, amounts credited to 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
period commencing on November 1 and ending on
Decemb
