NON-QUALIFIED STOCK OPTION AGREEMENT
For employees grade 21 and up
PURSUANT TO THE
BARNES GROUP INC.
STOCK AND INCENTIVE AWARD PLAN
as amended effective December 31, 2008
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933.
OPTION AGREEMENT executed in duplicate as of February 13, 2008 (the “ Grant Date ”), between Barnes Group Inc.,
a Delaware corporation, (the “ Company ”) and [ NAME OF OPTIONEE ], an employee of the Company or of one of its
Subsidiaries (the “ Optionee ”), as amended effective December 31, 2008.
In accordance with the provisions of the Barnes Group Inc. Stock and Incentive Award Plan as amended through
December 31, 2008 or such later date(s), if any, to which the December 31, 2008 documentary compliance date set forth in
paragraph .01 of section 3 of IRS Notice 2006-79 as modified by section 3.01(B)(1) of IRS Notice 2007-86 is extended, but
excluding any amendment of such Plan that would constitute a modification or extension of an option within the meaning of
Treasury Regulation section 1.409A-1(b)(5)(v) (the “ Plan ”), the Compensation and Management Development Committee of
the Company’s Board of Directors (the “ Committee ”) has authorized the execution of this Agreement. Capitalized terms used in
this Agreement and not otherwise defined herein shall have the same meaning as provided for in the Plan.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable
consideration, the parties hereto agree as follows:
1. Grant of Option . Subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants to the
Optionee the option to purchase [# OF OPTIONS GRANTED ] shares of Common Stock (the “ Option ”).
Purchase Price . The purchase price of the shares of Common Stock covered by this Option shall be __DOCTEXT__nbsp; per share which
is one hundred perc