BARNES GROUP INC.
AMENDED EMPLOYEE STOCK
AND OWNERSHIP PROGRAM
AS FURTHER AMENDED
The purpose of the Plan is to provide a means through which the Company may attract able persons to provide
services to or enter and remain in the employ with the Company and its Subsidiaries and to provide a means
whereby they can acquire and maintain Common Stock ownership, or be paid incentive compensation measured
by reference to the value of Common Stock, thereby strengthening their commitment to the welfare of the
Company and promoting an identity of interest between stockholders of the Company and these service
providers and employees.
So that the appropriate incentive can be provided, the Plan provides for granting Incentive Stock Options,
Nonqualified Stock Options, Restricted Stock Awards, Restricted Stock Unit Awards, Performance Share or
Cash Unit Awards, and SARs or any combination of the foregoing.
The following definitions shall be applicable throughout the Plan.
(a) "Acceleration Event" shall have the meaning set forth in Section 8(e).
(b) "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.
(c) "Award" means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option,
Restricted Stock Award, Restricted Stock Unit Award, Performance Share or Cash Unit Award, or SAR under
(d) "Award Agreement" means the agreement between the Company and a Participant who has been granted an
Award which defines the rights and obligations of the parties with respect to such Award.
(e) "Award Period" means a period of time within which performance is measured for the purpose of determining
whether an Award of Performance Share or Cash Units has been earned.
(f) "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act.
(g) "Board" means the Board of Directors of the Company.
(h) "Change-in-Control" shall have the meaning set forth