February 22, 2013 By Hand Delivery Mr. Gregory F. Milzcik Farmington, Connecticut 06032 Re: Transition and Resignation Agreement Dear Mr. Milzcik:Transition and Resignation Agreement • April 29th, 2013 • Barnes Group Inc • Miscellaneous fabricated metal products • Connecticut
This letter agreement (this “Agreement”) confirms the arrangements regarding your resignation from the positions of President and Chief Executive Officer, Barnes Group Inc. (the “Company”), effective as of March 1, 2013, and the terms of your continued employment as Executive Vice Chairman of the Company through the transition services period from March 1, 2013 through the May 3, 2013 (the “Resignation Date”).
BARNES GROUP INC. EMPLOYEE NON-DISCLOSURE, NON-COMPETITION, NON-SOLICITATION AND NON-DISPARAGEMENT AGREEMENTEmployee Non-Disclosure, Non-Competition, Non-Solicitation and Non-Disparagement Agreement • April 29th, 2013 • Barnes Group Inc • Miscellaneous fabricated metal products • Connecticut
In consideration of your promotion to President and Chief Executive Officer with Barnes Group Inc. (the “Company”), and the severance and other enhanced compensation and benefits set forth in the Offer Letter between you and the Company, dated February 22, 2013 (the “Offer Letter”), and for other good and valuable consideration, the receipt and sufficiency of which you hereby acknowledge, you agree to this Employee Non-Disclosure, Non-Competition, Non-Solicitation and Non-Disparagement Agreement (this “Agreement”).
AMENDMENT NO. 1 AND CONSENT under that certain FIFTH AMENDED AND RESTATED $750,000,000 SENIOR UNSECURED REVOLVING CREDIT AGREEMENTSenior Unsecured Revolving Credit Agreement • April 29th, 2013 • Barnes Group Inc • Miscellaneous fabricated metal products • New York
This AMENDMENT NO. 1 AND CONSENT (this “Agreement”), dated as of February 21, 2013, is by and among Barnes Group Inc. (“BGI”), a Delaware corporation having its principal place of business at 123 Main Street, P.O. Box 489, Bristol, Connecticut 06011, Barnes Group Switzerland GmbH, a limited liability company organized under the laws of Switzerland and an indirect, wholly-owned Subsidiary of BGI, registered at Alte Haslenstrasse 29, 9053 Teufen, Switzerland, acting through its Nevis Branch having its registered office at Four Seasons Estates, Villa 1426, Palm Grove Villas, Nevis & Saint Kitts, West Indies (“Barnes Switzerland”), and Barnes Group Luxembourg (No. 1) S.à r.l., a private limited liability company organized under the laws of Luxembourg and a wholly-owned Subsidiary of BGI, registered at 102, rue des Maraîchers, L-2124 Luxembourg, Grand-Duchy of Luxembourg (“Barnes Luxembourg” and, together with BGI and Barnes Switzerland, the “Borrowers”, and each individually, a “Borrower”)
