- Current report filing (8-K)
December 29 2008 - 5:21PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report
(Date of earliest event reported)
December 23, 2008
CARLISLE COMPANIES INCORPORATED
(Exact name of
registrant as specified in its charter)
Delaware
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1-9278
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31-1168055
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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13925
Ballantyne Corporate Place, Suite 400, Charlotte, NC 28277
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(Address
of principal executive offices)
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704-501-1100
(Registrants
telephone number)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFS 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
INFORMATION TO BE INCLUDED IN THE REPORT
Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
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(e) Carlisle Companies
Incorporated (the Company) has entered into Amended and Restated Executive
Severance Agreements (collectively, the Restated Severance Agreements) with
its principal executive officer, principal financial officer and named
executive officers. The Restated
Severance Agreements will become effective as of December 31, 2008.
The Restated Severance Agreements provide that the executives will not,
in the event of the commencement of steps to effect a change of control
(defined generally as an acquisition of 20% or more of the outstanding voting
stock of the Company or a change in a majority of the Board of Directors of the
Company), voluntarily leave the employ of the Company until the potential
acquirer of the Company or control of the Company has terminated his or its
efforts to effect a change of control or until a change of control has
occurred.
In the event of any termination of an executives employment (including
due to the executives resignation) within three (3) years of a change of
control (other than due to the executives death or disability or after the
executive attains age 65), each Restated Severance Agreement provides that the
executive will be entitled to receive three years compensation, including
bonus, retirement benefits equal to the benefits the executive would have
received had he or she completed three additional years of employment, continuation
of all life, accident, health, savings, and other fringe benefits for three
years, and relocation assistance. The
three year benefit period is reduced if the executive terminates within three
years of the date the executive would attain age 65. In addition, the Restated Severance
Agreements provide that the executives will become fully vested in all
outstanding stock option and restricted stock awards.
The
severance agreements previously entered into between the Company and the
executives provided that if any payments or benefits under the agreements would
be considered nondeductible parachute payments under Section 280G of the
Internal Revenue Code, the payments or benefits would be reduced to the maximum
permissible deductible amount under Code Section 280G. The Restated Severance Agreements do not
provide for any such reduction. In
addition, under certain circumstances the Company is required under the
Restated Agreements to provide a gross up to the executives for any excise
taxes the executives would be required to pay with respect to any payments or
benefits from the Company. The Restated
Severance Agreements are also intended to comply with the requirements of Section 409A
of the Internal Revenue Code.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Dated: December 29, 2008
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CARLISLE COMPANIES INCORPORATED
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By:
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/s/ Steven J. Ford
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Steven J. Ford, Vice President
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and
Chief Financial Officer
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3
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