CONSULTING AGREEMENT (the “Agreement”), made and entered into as of this 24th day of February, 2010, by and
between Barnes Group Inc., a Delaware corporation (the “Company”), and Signe S. Gates, an individual residing at 47 Mollbrook
Drive, Wilton, Connecticut 06897 (the “Consultant”).
WHEREAS , the Consultant has retired from the Company and terminated her employment, as of March 31, 2010, after
more than 10 years of service as the Senior Vice President, General Counsel and Secretary of the Company during which she has
obtained valuable institutional knowledge about the Company and, in particular, its legal, health, safety and environmental
(“HSE”) and stockholder relations functions; and
WHEREAS , the Company desires the services of the Consultant to facilitate her successor’s transition into the position
of Senior Vice President, General Counsel and Secretary of the Company and to access her knowledge of the history of the
Company’s legal, HSE and stockholder relations functions and their operations, and the Consultant desires to provide such
services to the Company, upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE , in consideration of the premises, and the mutual covenants and agreements hereinafter contained,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do
hereby mutually covenant and agree as follows:
Term . The Agreement’s term is the period beginning on the date hereof and ending on September 30, 2010, subject to
earlier termination as provided in Paragraph 9 below (the “Term”).
Consulting Services . During the Term, the Consultant shall, upon request, provide information and advice to the executive
officers of the Company including, without limitation, the Senior Vice President, General Counsel and Secretary (the
“General Counsel”), the Senior Vice President, Human Resources, and the President and Chief E