EXHIBIT 10.7
BARNES GROUP INC.
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NON-EMPLOYEE DIRECTOR DEFERRED STOCK PLAN
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Section 1: Establishment of Plan
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There is hereby established a plan effective February 20,
1987 whereby Directors of the Company can share in the long-term
growth of the Company by acquiring an ownership interest in the
Company (the "Plan").
Section 2: Definitions
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When used in this Plan, the following terms shall have the
definitions set forth in this section:
2.1 "Board of Directors" shall mean the Board of Directors of
Barnes Group Inc.
2.2 "Company" shall mean Barnes Group Inc.
2.3 "Director" shall mean a member of the Board of Directors who
is not an employee of the Company.
2.4 "shares of stock" or "shares" shall mean shares of the
common stock of Barnes Group Inc.
Section 3: Deferred Stock Grant
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3.1 Each current Director and, upon election, each newly elected
Director, and each person who continues as a Director
subsequent to the Annual Meeting of Stockholders following
his/her retirement as an employee of the Company, is hereby
granted the right to receive 2,000 shares of stock on the
date or dates set forth in Section 4 hereof. A Director
shall have no rights as a stockholder of the Company with
respect to any of these shares until the shares are
delivered to the Director pursuant to Section 4 hereof.
3.2 The number of shares granted or to be granted to Directors
hereunder shall be adjusted for any stock splits, stock
dividends, recapitalization or corporate reorganizations.
3.3 The right of a Director to receive shares under the Plan may
not be assigned or transferred except by will or applicable
laws of descent and distribution.
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Section 4: Delivery of Shares
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4.1 The shares granted under the Plan shall be delivered to each
Director and transferred on the books of the Company either
on the first business day of the month immediately following
his/her termination as a Director (the "Delivery Date") or,
at the election of the Director, five years after the
Delivery Date or in five annual installments (as equal as
practical) commencing on the Delivery Date. The aforesaid
election shall be made by (a) a current Director within
thirty days after the effective date of the Plan, (b) a
newly elected Director within thirty days after election to
the Board of Directors, and (c) a person who continues as a
Director after resigning as an employee of the Company
within 60 days after the Annual Meeting of Stockholders
following his/her retirement.
4.2 In the event of the death of a Director prior to receipt of
the shares earned pursuant to the grant, the shares shall be
delivered to the beneficiary designated by the Director or,
in the absence of such designation, to the Director's
estate.
4.3 Regardless of any election by a Director to defer delivery
of shares, the Retirement Committee may in its sole dis-
cretion deliver to the Director all shares the Director is
entitled to receive at any time on or after the Delivery
Date.
4.4 All shares transferred pursuant to this Plan shall be
transferred out of treasury shares to the extent available.
Section 5: Dividend Equivalents
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5.1 On each date on which dividends are paid to stockholders
with respect to the common stock of the Company, each
Director will be paid an amount equal to the dividend per
share for the applicable dividend payment date times the
number of shares the Director has a right to receive which
have not yet been delivered ("the Dividend Equivalent").
5.2 At the election of a Director, which election may be changed
from time to time, the Dividend Equivalent will be invested
in the Company's common stock in a similar manner as is
authorized through the Dividend Investment Plan maintained
by the Company and it's transfer agent.
5.3 If a Director has been granted the right to receive shares
of stock under this Plan and subsequently becomes an
employee of the Company, he/she shall be entitled to
continue to receive Dividend Equivalents.
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Section 6: Administration
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The Plan shall be administered by the Retirement Committee
of the Board of Directors which shall have the authority to adopt
rules and regulations for carrying out the Plan and shall
interpret and implement the Plan.
Section 7: Amendment and Termination
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The Plan may be amended or terminated at any time by the
Board of Directors of the Company; provided, however, that no
amendment or termination shall reduce the number of shares
granted under the Plan to Directors prior to any such amendment
or termination.
Adopted by the Board of Directors
on May 19, 1989
and Amended on February 18, 1994
HVL:B:\NEDDSP
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