NON-QUALIFIED STOCK OPTION AGREEMENT
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 , 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 ”), and in fulfillment of the Company’s obligations under Section 6.2
(vii), Section 6.3 and Section 6.4 of the Employment Agreement dated October 19, 2006 between the Company and the Optionee,
as amended to date (the “ Employment Agreement ”), 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