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



On August 9, 2022, Carlisle Companies Incorporated (the "Company") announced
that Nicholas J. Shears will retire from the Company as Group President of
Carlisle Construction Materials, effective September 30, 2022, after 38 years of
valuable service to the Company.

In connection with Mr. Shears' retirement, the Company entered into a letter
agreement with Mr. Shears, which will become effective on October 1, 2022,
subject to Mr. Shears' retirement on September 30, 2022 (the "Letter
Agreement"). In accordance with the Letter Agreement, Mr. Shears will provide
services to the Company as a consultant for a period of nine (9) months ending
June 30, 2023. In his capacity as a consultant to the Company, Mr. Shears will
perform all services and projects and assist with a smooth transition of his
position as may be requested by the Chair and Chief Executive Officer of the
Company. Under the Letter Agreement, Mr. Shears will receive a monthly
consulting fee of $117,350 on the fifteenth (15th) day of each month for the
term of the Letter Agreement. Mr. Shears will also be eligible for a cash bonus
payment with respect to 2022 in accordance with the Company's Incentive
Compensation Program (the "Program") to be paid no later than March 15, 2023.

The foregoing reference to the Incentive Compensation Program is qualified in
its entirety by reference to the full text of the Program. A copy of the Program
(as amended and restated) is filed as Exhibit 10.1 to the Company's Current
Report on Form 8-K filed on May 5, 2022.

The preceding summary of the Letter Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Letter
Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.

A copy of the Company's press release relating to Item 5.02 herein is attached
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by
reference.


Item 9.01 Financial Statements and Exhibits.



(d)     Exhibits

        Exhibit Number                                            Exhibit Title
             10.1                    Letter Agreement, dated August 9, 2022, between the Company and
                                     Nicholas J. Shears
             99.1                    Press Release, dated August 9, 2022, titled "Carlisle Companies
                                     Announces the Retirement of Nicholas

J. Shears as Group President of

Carlisle Construction Materials."



--------------------------------------------------------------------------------

© Edgar Online, source Glimpses