Exhibit 10
PRIVATE & CONFIDENTIAL
|
TO:
|
Michael D. Popielec
|
|
|
|
|
FROM:
|
David A. Roberts
|
|
|
|
|
DATE:
|
June 29, 2009
|
This letter agreement (the
“Agreement”) outlines the terms and conditions of your
separation from Carlisle Companies Incorporated and, to the extent
applicable, its affiliates (collectively, the
“Company”).
1.
Your employment with the Company will cease on June 30, 2009
(the “Separation Date”). You agree to be
cooperative during a reasonable transition period.
2.
In consideration of the Covenants and the release described below,
the Company agrees to pay you (i) $520,000.00 representing
100% of your current salary, such amount to be paid in equal
installments over the twelve (12) month period beginning on the
Separation Date as part of the Company’s payroll, and
(ii) a prorated portion of any bonus approved by the
Compensation Committee based on the 2009 performance goals
established for the Applied Technologies Group, such amount to be
paid in a lump sum following the Compensation Committee’s
approval in February 2010. All payments will be subject
to withholding taxes.
3.
The Company will request its health care provider to extend medical
coverage to you (at your monthly premium rate then in effect)
through the earlier of (i) June 30, 2010, or
(ii) your re-employment with an employer providing medical
coverage. Thereafter, you will be eligible for COBRA.
In the event the Company’s health care provider declines to
provide coverage, the Company will reimburse you for your COBRA
premium payments through the earlier of the periods described in
the first sentence of this paragraph.
4.
(a) Under Carlisle’s Executive Incentive Program (the
“Program”), you have been granted restricted shares of
Carlisle common stock as follows:
|
Grant Date
|
|
Restricted Shares
|
|
Release Date
|
|
|
|
|
|
|
|
|
|
09/07/05
|
|
4,000
|
|
September, 2009
|
|
|
02/07/07
|
|
2,000
|
|
February, 2010
|
|
|
02/05/08
|
|
8,650
|
|
February, 2011
|
|
|
02/04/09
|
|
19,500
|
|
February, 2012
|
|
|
|
|
34,150
|
|
|
|
In consideration of the Covenants
and the release described below, the Company agrees to release to
you, subject to withholding taxes, the 34,150 shares granted to
you, such release to occur on the release dates described above
(i.e., 4,000 shares in September 2009, 2,000 shares in
February 2010, 8,650 shares in February 2011 and 19,500
shares in February 2012) provided that you are not competing
with the business currently conducted by Carlisle FoodService
Products Incorporated or Carlisle Interconnect Technologies
(collectively, the “Covered Business”) in any of the
capacities described in Section 7 of this Agreement at the
time of release.
(b) Under the Program, you have
also been granted options to purchase Carlisle common stock
follows:
|
Grant Date
|
|
Exercise Price
|
|
Options Outstanding
|
|
Vested Portion
|
|
|
|
|
|
|
|
|
|
|
|
09/07/05
|
|
$
|
31.9750
|
|
150,000
|
|
150,000
|
|
|
02/08/06
|
|
$
|
34.43
|
|
8,000
|
|
8,000
|
|
|
02/07/07
|
|
$
|
41.87
|
|
32,000
|
|
32,000
|
|
|
02/05/08
|
|
$
|
33.25
|
|
52,000
|
|
17,333
|
|
|
02/04/09
|
|
$
|
18.57
|
|
55,715
|
|
0
|
|
|
|
|
|
|
297,715
|
|
207,333
|
|
In consideration of the Covenants
and the release described below, the Company agrees that the
options will continue to vest in accordance with the vesting
schedule included in the applicable Stock Option Agreement and the
expiration dates will remain as set forth in the applicable Stock
Option Agreement provided you refrain from competing with the
Covered Business in any of the capacities described in
Section 7 of this Agreement it being agreed and understood
that all unexercised options shall expire at the time such
competition commences. Except as described in the previous
sentence, the options will continue to be governed by the Program
and the provisions of the applicable Stock Option Agreement.
You may continue to participate in Carlisle’s “cashless
exercise program.”
5.
Any amounts payable to you pursuant to the Company’s
401(k) shall be distributable to you in accordance with the
terms of such plans.
6.
The above amounts represent all the amounts payable to you in
connection with your separation.
7.
In consideration of the benefits described in this Agreement, you
agree (i) for the period commencing on the date hereof and
ending on June 30, 2010, you will not, as proprietor, partner,
shareholder, director, officer, employee, investor or in any other
capacity own, engage in, conduct, manage, operate, control, or
participate in, be employed by, render services to or otherwise be
associate
|
