0000009984-17-000023 Sample Contracts

BARNES GROUP INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 21st, 2017 • Barnes Group Inc • Miscellaneous fabricated metal products • Delaware

This Agreement, made and entered into this day of 20 (“Agreement”), by and between Barnes Group Inc., a Delaware corporation (“Corporation”), and (“Indemnitee”):

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SEVERANCE AGREEMENT
Severance Agreement • February 21st, 2017 • Barnes Group Inc • Miscellaneous fabricated metal products

WHEREAS, the Company considers it essential to the best interests of its shareholders to foster the continued employment of key management personnel; and

INCENTIVE COMPENSATION REIMBURSEMENT AGREEMENT
Incentive Compensation Reimbursement Agreement • February 21st, 2017 • Barnes Group Inc • Miscellaneous fabricated metal products • Connecticut

WHEREAS, the Company may from time to time grant to the Executive incentive compensation awards, pursuant to which, among other things, amounts payable shall be dependent upon the achievement of one or more specified financial targets, and in consideration of the Company making such awards to the Executive, the Executive has agreed to enter into this Agreement.

NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • February 21st, 2017 • Barnes Group Inc • Miscellaneous fabricated metal products • Delaware

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

TRUST AGREEMENT FOR SPECIFIED PLANS
Trust Agreement • February 21st, 2017 • Barnes Group Inc • Miscellaneous fabricated metal products • Connecticut

This Agreement by and between Barnes Group Inc. (Company) and Webster Bank, N.A. (Trustee), effective as of the date set forth in Section 14 below.

TRUST AGREEMENT Between
Trust Agreement • February 21st, 2017 • Barnes Group Inc • Miscellaneous fabricated metal products • Massachusetts
CONTINGENT DIVIDEND EQUIVALENT RIGHTS AGREEMENT For officers
Contingent Dividend Equivalent Rights Agreement • February 21st, 2017 • Barnes Group Inc • Miscellaneous fabricated metal products • Delaware

CONTINGENT DIVIDEND EQUIVALENT RIGHTS AGREEMENT executed in duplicate as of February 13, 2008 (the “Grant Date”), between Barnes Group Inc., a Delaware corporation (the “Company”), and , an employee of the Company (the “Holder”)(the “CDER Agreement”), as amended and restated on December 31, 2008, effective January 1, 2009 (the CDER Agreement as so amended and restated being hereafter referred to as “the Agreement” or “this Agreement”).

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