FORM OF AMENDED AND RESTATED RESTRICTED STOCK UNIT AWARD AGREEMENT For Directors PURSUANT TO THE BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLAN THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE...Restricted Stock Unit Award Agreement • February 24th, 2009 • Barnes Group Inc • Miscellaneous fabricated metal products • Delaware
RESTRICTED STOCK UNIT AWARD AGREEMENT executed in duplicate as of February 13, 2008 (the “Grant Date”), between Barnes Group Inc., a Delaware corporation (the “Company”), and [NAME OF GRANTEE], a member of the Board of Directors of the Company (the “Holder”)(the “RSU Agreement”), as amended and restated on December 31, 2008, effective January 1, 2009 (the RSU Agreement as so amended and restated being hereafter referred to as “the Agreement” or “this Agreement”).
SEVERANCE AGREEMENT (as amended December 31, 2008)Severance Agreement • February 24th, 2009 • Barnes Group Inc • Miscellaneous fabricated metal products
THIS AGREEMENT, dated [ ], is made by and between Barnes Group Inc., a Delaware corporation (the “Company”), and [ ] (the “Executive”), and is amended on December 31, 2008 to read in its entirety as follows.
INCENTIVE COMPENSATION REIMBURSEMENT AGREEMENTIncentive Compensation Reimbursement Agreement • February 24th, 2009 • 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.
Form of NON-QUALIFIED STOCK OPTION AGREEMENT For CEO PURSUANT TO THE BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLAN as amended effective December 31, 2008Non-Qualified Stock Option Agreement • February 24th, 2009 • 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.
Form of AMENDED AND RESTATED CONTINGENT DIVIDEND EQUIVALENT RIGHTS AGREEMENT For CEOContingent Dividend Equivalent Rights Agreement • February 24th, 2009 • 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 Gregory F. Milzcik, 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”).
Dated as of May 30, 2008 Mr. William C. Denninger Stamford, CT 06902 Dear Bill:Barnes Group Inc • February 24th, 2009 • Miscellaneous fabricated metal products
This letter sets forth the arrangements relating to the termination of your employment with Barnes Group Inc. (the “Company”). To signify that you understand and agree to these arrangements, kindly sign this letter where indicated on the last page and return it to me on or before July 21, 2008, whereupon it will become an agreement binding upon the Company and you. This letter will be void and of no force or effect if you do not sign and return it to me on or before that date.
Form of AMENDED AND RESTATED PERFORMANCE SHARE AWARD AGREEMENT PURSUANT TO THE BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLAN THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.Performance Share Award Agreement • February 24th, 2009 • Barnes Group Inc • Miscellaneous fabricated metal products • Delaware
PERFORMANCE SHARE AWARD 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 “PSA Agreement”), as amended and restated on December 31, 2008, effective January 1, 2009 (the PSA Agreement as so amended and restated being hereafter referred to as “the Agreement” or “this Agreement”).
January 12, 2009Barnes Group Inc • February 24th, 2009 • Miscellaneous fabricated metal products
This letter sets forth the terms on which you agree to remain employed by Barnes Group Inc. (the “Company”) through February 28, 2010. If the terms set forth herein are agreeable to you, kindly sign this letter and return it to me. When you return the signed letter to me or, if later, when this letter is ratified by the Compensation and Management Development Committee of the Board of Directors of the Company (the “Committee”), it will become an agreement binding on the Company and you effective as of January 12, 2009. The duplicate copy is for your records.
