On February 11, 2004, the Company’s Compensation and Management Development Committee (the “Compensation
Committee”) took the following actions with respect to the named executive officers of the Company as determined as of
December 31, 2003 (the “named executive officers”).
Each restricted stock unit award entitles the holder to receive, without payment to the Company, the number of
shares of the Company’s Common Stock, par value $.01 (the “Common Stock”) equal to the number of
restricted stock units that become vested and to receive dividend equivalents on the restricted stock units
determined by multiplying the number of restricted stock units by the dividend per share paid on the Common
Stock on each date on which a dividend is paid to the holders of Common Stock. The restricted stock units vest
six and one-half years from the grant date; provided, that in the event the fair market value of the Common
Stock equals or exceeds $51.56 per share for a period of 30 consecutive trading days, then 50% of the restricted
stock units will vest as of the end of such 30-day period and the remainder shall vest on the earlier of the one-
year anniversary of such 30-day period or the normal vesting date; provided further, that upon a change-in-
control of the Company all restricted stock units vest.
Long-Term Incentive Grants. Each of the restricted stock unit awards described below was made pursuant to,
and is governed by, the terms of the Barnes Group Inc. Stock and Incentive Award Plan, which has been
previously approved by the Company’s stockholders. Each of the stock option grants described below was
made pursuant to, and is governed by, the terms of the Barnes Group Inc. Employee Stock and Ownership
Program, which has been previously approved by the Company’s stockholders.
Long-Term Incentive Grants
Chief Executive O