CARLISLE COMPANIES INCORPORATED (NYSE:CSL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

CARLISLE COMPANIES INCORPORATED (NYSE:CSL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Story continues below

Item 5.02 of the Form8-K to accurately reflect the terms of such
executive severance agreement. The form of executive severance
agreement filed as Exhibit10.2 with the Form8-K was incorrect
because it contained a modified single-trigger severance
provision. The correct form of executive severance agreement
Mr.Roche entered into with the Company contains a double-trigger
severance provision.

This Amendment does not affect any other parts of, or exhibits
to, the Form8-K, and those unaffected parts or exhibits are not
included in this Amendment. Except as expressly stated in this
Amendment, the Form8-K continues to speak as of the date of the
original filing of the Form8-K, and the Company has not updated
the disclosure contained in this Amendment to reflect events that
have occurred since the date of the original filing of the
Form8-K. Accordingly, this Amendment must be read in conjunction
with the Companys other filings, if any, made with the SEC
subsequent to the filing of the Form8-K, including amendments to
those filings, if any.

Item 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.

On February15, 2017, Carlisle Companies Incorporated (the
Company) announced the appointment of Robert Roche as Vice
President and Chief Financial Officer of the Company, effective
February15, 2017 (the Employment Date). Steven J. Ford
will continue to serve as Vice President, Secretary and General
Counsel of the Company and retain responsibility for managing the
Companys investor relations.

Mr.Roche, age 49, has served as JCI/Tyco Merger Integration Lead
since March2016 where he led, with his counterpart from Johnson
Controls, the integration, planning and execution for the
combination of Johnson Controls and Tyco International plc that
was completed in September2016. Mr.Roche joined Tyco in 2003 and
served as Senior Vice President of Finance since August2014,
Senior Vice President and Chief Operating Officer from
December2014 to August2015, Senior Vice President, Corporate
Audit Services from January2013 to August2014 and as Senior Vice
President and Segment CFOFire and Security from January2012 to
December2012.

In connection with his appointment as Vice President and Chief
Financial Officer, Mr.Roche entered into an offer letter with the
Company (the Offer Letter) on January5, 2017, to which he
will receive an annual base salary of $570,000, subject to
increase from time to time at the discretion of the Compensation
Committee of the Companys Board of Directors (the Compensation
Committee
). to the Offer Letter, Mr.Roche will be eligible to
earn an annual target bonus equal to 75% to 150% of his base
salary, based on the Companys prior year performance and subject
to the discretion and approval of the Compensation Committee, and
will be eligible for annual long-term incentive equity grants
with a grant date target value equal to 150% of his base salary,
with the first annual award made on the Employment Date. The
Companys annual equity grants currently include stock options,
performance shares and time-vested restricted stock (each
weighted 33-1/3%). The material elements of the Companys
executive compensation program are described under the heading
Executive Officer Compensation Discussion and Analysis in the
Companys definitive proxy statement on Schedule 14A

filed with the Securities and Exchange Commission on March31,
2016 (the 2016 Proxy Statement). The Offer Letter also
provides for Mr.Roche to be reimbursed for reasonable costs and
expenses incurred in connection with his relocation to the
Scottsdale, Arizona area, which is to occur no later than
September1, 2017.

to the Offer Letter, Mr.Roche will receive on the Employment
Date a one-time grant of restricted shares of the Companys
common stock having a grant date value of $1,000,000, to be
distributed to him ratably over two years beginning on the
first anniversary of the grant date, provided that he continues
to be employed by the Company on such distribution dates. The
restriction on such shares will also continue to lapse in
accordance with the two-year schedule if, prior to the second
anniversary of the Employment Date, Mr.Roches employment is
terminated by the Company other than for cause. During the
period of restriction, Mr.Roche will receive all dividends paid
with respect to these shares. All of the Companys equity grants
contain restrictive covenants which will prohibit Mr.Roche from
(i)competing with the Company or soliciting or employing any
Company personnel for one year following his termination or
(ii)disclosing any of the Companys confidential or non-public
information.

The foregoing description of the Offer Letteris qualified in
its entirety by reference to the full text of such agreement,
which is filed as Exhibit10.1 to this Current Report on Form8-K
and incorporated herein by reference.

In connection with his appointment as Vice President and Chief
Financial Officer, Mr.Roche will be entitled to participate in
the Companys supplemental pension plan (as amended, the
Supplemental Pension Plan) and all other elements of the
Companys employee benefit plans from time to time in effect and
available to its senior executives, which are outlined in the
2016 Proxy Statement. Mr.Roche will also enter into the
Companys standard executive severance agreement, providing for
benefits in the event of a change of control, defined generally
as an acquisition by any third party of 20% or more of the
outstanding voting shares of the Company or a change in the
majority of the Board. In the event that Mr.Roches employment
is terminated by the Company (excluding for cause (as defined
in the executive severance agreement), death or disability) or
in the event of his resignation for good reason (as defined in
the executive severance agreement), in either case within three
years of a change of control, he would be 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 with the Company and
continuation of all life, accident, health, savings and other
fringe benefits, all in accordance with and subject to the
terms of the Companys standard executive severance agreement.
The Company will not pay any tax gross-up on benefits paid
under the executive severance agreement with Mr.Roche. In the
event that any benefit to be received by Mr.Roche constitutes
an excess parachute payment under Section280G of the Internal
Revenue Code, then Mr.Roche would be responsible for the
payment of the related excise taxes under Section4999 of the
Internal Revenue Code. However, if it is determined that
reducing the benefits payable under the executive severance
agreement below the level at which they become excess parachute
payments would result in a greater after-tax benefit to
Mr.Roche, the benefits will be reduced to the extent necessary
to exclude such benefits from taxation under Section4999 of the
Internal Revenue Code.

The foregoing descriptions of the Supplemental Pension Plan and
the executive severance agreement are qualified in their
entirety by reference to the full text of such plans or
agreements. A copy of the Supplemental Pension Plan is filed as
Exhibit10.20 to the Companys Annual Report on Form10-K for the
fiscal year ended December31, 2011 (as amended by Amendment
No.1 to the Supplemental Pension Plan, a copy of which is filed
as Exhibit10.1 to the Companys Quarterly Report on Form10-Q for
the quarter ended March31, 2014). A copy of the form of
executive severance agreement is filed as Exhibit10.2 to this
Current Report on Form8-K.

There are no arrangements or understandings between Mr.Roche
and any other person to which he was selected as Vice President
and Chief Financial Officer, nor are there any transactions
involving the Company and Mr.Roche that the Company would be
required to report to Item 404(a)of Regulation S-K.

Item 9.01. Financial Statements and
Exhibits.

(d) Exhibits.

Exhibit Number

Description

IncorporatedByReferenceTo

10.1

Letter Agreement, dated January5, 2017, between Robert
Roche and the Company.

Exhibit10.1 to the Companys Current Report on Form8-K
filed on February15, 2017 (FileNo.1-9278).

10.2

Formof Executive Severance Agreement.

Filed herewith.


About CARLISLE COMPANIES INCORPORATED (NYSE:CSL)

Carlisle Companies Incorporated is a manufacturing company. The Company designs, manufactures and markets a range of products that serve a range of markets, including commercial roofing, energy, agriculture, mining, construction, aerospace and defense electronics, medical technology, transportation, general industrial, protective coatings, wood, auto refinishing, foodservice, and healthcare and sanitary maintenance. The Company operates through five segments: Carlisle Construction Materials (Construction Materials); Carlisle Interconnect Technologies (Interconnect Technologies); Carlisle Fluid Technologies (Fluid Technologies); Carlisle Brake & Friction (Brake & Friction), and Carlisle FoodService Products (FoodService Products). The Company markets its products as a component supplier to original equipment manufacturers and distributors, among others.

CARLISLE COMPANIES INCORPORATED (NYSE:CSL) Recent Trading Information

CARLISLE COMPANIES INCORPORATED (NYSE:CSL) closed its last trading session down -0.86 at 104.78 with 764,132 shares trading hands.

An ad to help with our costs