BARNES GROUP INC.
MANAGEMENT INCENTIVE COMPENSATION PLAN
Amended and Restated Effective as of July 19,2006
SECTION 1. PURPOSE
The Management Incentive Compensation Plan (the “MICP”) is designed to provide incentive compensation
opportunities to persons in key positions who contribute importantly to the success of Barnes Group Inc. (the “Company”).
SECTION 2. ADMINISTRATION
The MICP shall be administered by the Compensation Committee of the Board of Directors of the Company, or its
successor (the “Committee”). Amounts paid or projected to be paid under the MICP are referred to herein as “Awards.”
SECTION 3. DEFINITIONS
SECTION 4. GROUP FUNDS
If an Award Period is a calendar year, prior to March 1, the Committee shall establish the Threshold, Target and Maximum
for each Group. The Committee may also designate one or more intermediate levels of Performance between the Threshold and
the Target, and the Target and the Maximum, for a Group, and the percentage of the corresponding Fund that will be available
for payment as an Award if Performance equals such intermediate level.
SECTION 5. BUSINESS UNIT FUNDS
If an Award Period is a calendar year, prior to May 1, the CEO shall designate which Business Units, if any, shall have
separate Business Unit Funds. For each such Business Unit, the CEO shall also determine the threshold, target and maximum on
the same basis as such measures are determined for a Fund. The CEO may also designate intermediate levels of Performance
between the threshold and the target, and the target and the maximum, for the Business Unit and the percentage of the Business
Unit Fund that will be available for payment as an Award if Performance equals such intermediate level.
SECTION 6. PARTICIPANTS
If an Award Period is a calendar year, at any time before or during the Award Period the CEO may designate eligible
participants in the MICP for that Award Period and the respective Funds or Bu