BARNES GROUP INC.
NON-EMPLOYEE DIRECTOR DEFERRED STOCK PLAN
as Further Amended
Section 1: Establishment of Plan
The purpose of this Plan is to provide a means through which Directors of the Company may share in its long-term growth
by acquiring a common stock ownership in the Company.
Section 2: Definitions
When used in this Plan, the following terms shall have the definitions set forth in this section:
2.1 “AAA” shall have the meaning set forth in Section 6 hereof.
2.2 “Board of Directors” shall mean the Board of Directors of Barnes Group Inc.
2.3 “Change-in-Control” shall have the meaning set forth in the Barnes Group Inc. Employee Stock And Ownership Program, as
amended and in effect from time to time.
2.4 “Committee” shall have the meaning set forth in Section 3.4 hereof.
2.5 “Company” shall mean Barnes Group Inc.
2.6 “Delivery Date” shall have the meaning set forth in Section 4.1 hereof.
2.7 “Director” shall mean a member of the Board of Directors who is not an executive officer of the Company.
2.8 “Disability” shall have the meaning set forth in the Company’s long-term disability plan.
2.9 “Grant Date” shall have the meaning set forth in Section 3.1 hereof.
2.10 “Shares” shall have the meaning set forth in Section 3.1 hereof.
Section 3: Deferred Stock Grant
3.1 Each Director shall be granted as of the date of election to the Board of Directors (the “Grant Date”) the right to receive,
without payment to the Company and at the applicable time or times provided by Section 4 hereof, 6,000 shares of the common
stock of the Company (the “Shares”). A Director shall have no rights as a stockholder of the Company with respect to any of
the Shares until the Shares are delivered to the Director pursuant to Section 4 hereof.
3.2 If the number of outstanding shares of common stock of the Company is changed as a result of a stock dividend, stock split,
reverse stock split or the like