1991 BARNES GROUP STOCK INCENTIVE PLAN
As Amended and Restated as of July 16, 1993
The purpose of the Plan is to authorize the grant to Senior Executives of the Company or any Subsidiary of (i)
nonqualified options to purchase shares of Common Stock, (ii) Stock Appreciation Rights, (iii) Incentive Stock
Rights, and (iv) Performance Unit Awards, and thus benefit the Company by giving such employees a greater
personal interest in the success of the enterprise and an added incentive to continue and advance their
The following terms, when used in the Plan, shall mean:
1981 Plan: The Barnes Group Inc. Stock Incentive Plan adopted by the stockholders of the Company in 1981.
Board: The Board of Directors of the Company. Committee: Such committee as shall be appointed by the Board
pursuant to the provisions of Section 11.
Common Stock: The Common Stock of the Company, par value $1.00 per share, or such other class of shares
or other securities as may be applicable pursuant to the provisions of Section 9.
Company: Barnes Group Inc. Disability: Inability to perform the services normally rendered by the employee due
to any physical or mental impairment that can be expected either to be of indefinite
duration or to result in death, as determined by the Committee on the basis of appropriate medical evidence.
Fair Market Value: As applied to the Common Stock on any day, the closing market price of such stock as
reported in the New York Stock Exchange Composite Transactions Index for such day, or if the Common Stock
was not traded on such day, for the last preceding day on which the Common Stock was traded.
Incentive: An incentive granted under the Plan in one of the forms provided for in Section 3.
Option: An option to purchase shares of Common Stock. Plan: The 1991 Barnes Group Stock Incentive Plan
forth, as amended from time to time.
Senior Executive: An employee of the Company or of a Subsidiary, i