EXHIBIT-10.8
BARNES GROUP INC.
AMENDED AND RESTATED
DIRECTORS' DEFERRED COMPENSATION PLAN
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Section 1: Establishment of Plan
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This deferred compensation plan, originally effective
December 1, 1987, as amended and restated effective July 19, 1996,
provides a means whereby Directors of the Company may defer
receipt of all or a portion of the compensation they earn in
their capacity as a Director of the Company.
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 "Common Stock" shall mean the common stock, par value $1.00
per share, of the Company.
2.3 "Common Stock Unit" shall mean a unit representing one share
of Common Stock.
2.4 "Company" shall mean Barnes Group Inc.
2.5 "Compensation" shall mean retainer fees earned for service
as a Director of the Company, meeting attendance fees earned
for attending meetings of the Board of Directors or any of
its committees, and amounts payable to a Director pursuant
to Section 5 of the Barnes Group Inc. Non-Employee Director
Deferred Stock Plan effective February 20, 1987.
2.6 "Deferred Compensation Accounts" shall mean, collectively,
the Deferred Compensation Cash Account and the Deferred
Compensation Phantom Stock Account.
2.7 "Deferred Compensation Cash Account" shall mean the
bookkeeping account which is credited with deferred
Compensation pursuant to Section 4.
2.8 "Deferred Compensation Phantom Stock Account" shall mean the
bookkeeping account which is credited with deferred
Compensation pursuant to Section 5.
2.9 "Director" shall mean a member of the Board of Directors who
is not employed by the Company.
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2.10 "Fair Market Value" on a specified day shall mean the
closing price of the Common Stock as reported on the New
York Stock Exchange, or if no sale of the Common Stock was
so reported on that date, on the next preceding day on which
there was such a sale.
2.11 "Participant" shall mean a Director who enrolls in the Plan
pursuant to the procedures set forth in Section 3.
2.12 "Retirement" shall mean the date a Director ceases to be a
member of the Board of Directors for any reason whatsoever.
2.13 "Benefits Committee" shall mean the Benefits Committee of
the Board of Directors.
Section 3: Participation in the Plan
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3.1 A Director may become a Participant in the Plan by filing an
enrollment form with the Secretary of the Company in
substantially the form attached hereto as Exhibit A in which
the Director agrees to defer all or a portion of future
Compensation which is not earned on the effective date of
Participation.
3.2 At the time such Director becomes a Participant, such
Director may elect that deferred Compensation be credited to
either (a) the Deferred Compensation Cash Account, (b) the
Deferred Compensation Phantom Stock Account, or (c) a
combination of the foregoing.
3.3 A Director may withdraw from further participation in the
Plan upon 10 days written notice; provided, however, that
amounts previously credited to the Deferred Compensation
Accounts will only be paid pursuant to Section 6 hereof.
3.4 (a) Except as provided in Section 3.4 (b), effective as of
January 1 of any year, a Participant may (i) increase
or decrease the amount of future deferred compensation;
(ii) allocate such future deferred Compensation between
the Deferred Compensation Accounts, and/or (iii) modify
the allocation of amounts previously deferred.
(b) In connection with the amendment and restatement of
this Plan, each Participant with a balance in the
Deferred Compensation Account (under the Plan as in
effect prior to such amendment and restatement) may
elect that all or any portion of such balance be
allocated to the Deferred Compensation Phantom Stock
Account hereunder, such allocation to be effective 30
days after the effective date of such amendment and
restatement.
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(c) A Participant wishing to make any such modifications
must file a form with the Secretary of the Company in
substantially the form attached hereto as Exhibit B no
later than (i) 60 days prior to the January 1 effective
date (in the case of an election under paragraph (a)
hereof) or (ii) 10 days after the effective date of the
amendment and restatement of the Plan (in the case of
an election under paragraph (b) hereof).
Section 4: Deferred Compensation Cash Account
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4.1 The Company shall establish a bookkeeping account on behalf
of each Participant who elects to defer Compensation to the
Deferred Compensation Cash Account. This account shall be
credited with an amount equal to that portion of the
Participant's deferred Compensation that the Participant
elects to defer under this Section 4 at such times as the
Compensation subject to such deferral would otherwise have
been paid. The Company shall not be required to segregate
or earmark assets with respect to such account and
Participants shall have no interest in any specific asset as
a result of the creation of such account.
4.2 Interest will be credited quarterly on the unpaid amount
standing to any Participant's credit in the Deferred
Compensation Cash Account at the end of each quarter. The
interest rate shall be the rate of interest for prime
commercial loans of 90-day maturities charged by Chemical
Bank (or such other New York City bank as the Benefits
Committee may select) on the first business day of each
quarter.
Section 5: Deferred Compensation Phantom Stock Account
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5.1 The Company shall establish a bookkeeping account on behalf
of each Participant who elects to defer Compensation to the
Deferred Compensation Phantom Stock Account. At such times
as the Compensation subject to such deferral would otherwise
have been paid, the Deferred Compensation Phantom Stock
Account shall be credited with a number of Common Stock
Units (including fractional Common Stock Units) equal to (a)
that portion of the Participant's Deferred Compensation that
the Participant elects to defer under this Section 5,
divided by (b) the Fair Market Value of the Common Stock on
the date such Compensation would otherwise have been paid.
The Company shall not be required to segregate or earmark
Common Stock with respect to such account and Participants
shall have no interest in any specific asset as a result of
the creation of such account.
5.2 Each Common Stock Unit shall be credited with dividend
equivalents based on the value of any dividends which would
have been paid to the Participant if he or she had owned a
number of shares of Common Stock equal to the number of his
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or her Common Stock Units. Such dividend equivalents shall
be converted into additional Common Stock Units for the
Participant based upon the Fair Market Value of shares of
Common Stock on the date on which such dividend is paid.
5.3 In the event of any recapitalization, merger, consolidation,
stock split or other significant corporate event affecting
the Common Stock, the Common Stock Units credited to a
Participant's Deferred Compensation Phantom Stock Account
shall be equitably adjusted to reflect such event.
5.4 Payments from the Deferred Compensation Phantom Stock
Account shall be made only in cash, and only in accordance
with Section 6 hereof.
Section 6: Payments
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6.1 Payments from the amount standing to the Participant's
credit in his or her Deferred Compensation Accounts shall
begin on the first day of the month following the
Participant's Retirement; provided, however, that if
Retirement occurs prior to the Participant's 60th birthday,
except for reasons of death or disability, said payments
shall commence on the first day of the month following the
Participant's 60th birthday.
6.2 Payments shall be made in a lump sum or in installments as
elected by the Participant in the initial participation
form. Where monthly or annual installments are elected, the
Company shall conduct the payout so as to make installments
as substantially equal as possible over the period elected.
If at Retirement the Participant has amounts credited to the
Deferred Compensation Cash Account and the Deferred
Compensation Phantom Stock Account, such installments shall
be paid in proportionate amounts simultaneously from both
such accounts. Amounts paid which relate to a Participant's
Deferred Compensation Phantom Stock Account shall be based
upon the Fair Market Value of the Common Stock on the date
preceding the date of payment.
6.3 A Participant may elect a different form of payment by
filing with the Secretary of the Company a form at any time
prior to Retirement; provided, however, that such election
shall be of no force and effect if such Participant's
Retirement occurs within 12 months of the filing of such
form.
6.4 If a Participant dies prior to receiving payment of the full
amount credited to his or her Deferred Compensation
Accounts, the remaining balance shall be paid to the
beneficiary designated in the enrollment form as it falls
due, or, in the sole discretion of the Benefits Committee,
in a lump sum amount equal to the then current value of the
deceased Participant's Deferred Compensation Accounts. If
no beneficiary or beneficiaries have been designated, then
the Participant's estate shall receive a lump-sum amount
equal to the then value of the Deferred Compensation
Accounts.
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Section 7: Administration/Amendment
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7.1 This Plan shall be administered by the Benefits Committee,
whose interpretation of the Plan shall be binding on the
Participants.
7.2 This Plan may be amended or terminated by the Board of
Directors at any time; provided, however, that no such
amendment or termination shall reduce or cancel any amount
standing to a Participant's credit in the Deferred
Compensation Accounts prior to the effective date of such
amendment or termination.
7.3 For serious financial reasons, a Participant may apply to
the Benefits Committee for withdrawal of the funds credited
to his or her Deferred Compensation Accounts prior to the
time that they are otherwise payable. If such application
for withdrawal is approved by the Benefits Committee, the
withdrawal will be effective at the later of the dates
specified in the Participant's application or the date of
approval by the Benefits Committee. If at the time of such
withdrawal the Participant has amounts credited to a
Deferred Compensation Cash Account and the Deferred
Compensation Phantom Stock Account, the withdrawal will be
taken, to the extent practicable, in proportionate amounts
from both such accounts. Serious financial reasons shall
include the following: bankruptcy or impending bankruptcy,
unexpected and unreimbursed expenses resulting from illness
or an accident to person or property, and other types of
unexpected and unreimbursed expenses of a major or emergency
nature where withdrawal of the funds would be necessary to
prevent great hardship to the Participant. Withdrawals for
foreseeable expenditures normally budgetable such as a down
payment on a home, vacation expenses, purchase of an
automobile, or educational expenses will not be permitted.
I hereby certify that the foregoing amended and
restated Plan was adopted by the Board of Directors on
July 19, 1996.
/s/ Mary Louise Beardsley
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Mary Louise Beardsley, Secretary
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EXHIBIT A
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DIRECTORS' DEFERRED COMPENSATION PLAN
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Initial Participation/Form of Payment
To: The Secretary, Barnes Group Inc.
1. Initial Participation.
a. Beginning , I wish to participate in the
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Directors Deferred Compensation Plan and hereby agree to
defer my right to receive Compensation as indicated below:
% of annual retainer fees for Board membership.
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% of attendance fees for Board and Committee
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meetings.
% of amounts payable under Section 5 of the
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Non-Employee Director Deferred Stock Plan.
b. I wish that the amount deferred in accordance herewith
be credited in the following amounts to the following
accounts:
% to the Deferred Compensation Cash Account.
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% to the Deferred Compensation Phantom Stock
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Account.
2. Form of Payment.
I wish that the amount payable on Retirement under Article 6
of the Plan be payable as follows:
In substantially equal monthly
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(Elect 60 or 120) installments.
In substantially equal annual
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(Elect 5 or 10) installments.
In a lump sum.
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I wish to designate the following beneficiary (or
beneficiaries) in accordance with ARTICLE 6 of the Plan (show
name, relationship and address.)
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I acknowledge receipt of a copy of the Director's Deferred
Compensation Plan and confirm that I have reviewed and understand
all of the terms, provisions, and conditions thereof, which
terms, provisions, and conditions are hereby incorporated into
this Agreement.
Dated: Signed:
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Home Address:
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EXHIBIT B
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DIRECTORS' DEFERRED COMPENSATION PLAN
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MODIFICATIONS TO FUTURE DEFERRALS/
MODIFICATIONS TO DEFERRED COMPENSATION ACCOUNTS
1. Modification to Future Deferrals.
a. In accordance with Section 3.4 of the Plan, beginning
January 1, 199 , I wish to modify the amount of Compensation
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to be deferred under the Directors Deferred Compensation
Plan as indicated below:
% of annual retainer fees for Board membership.
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% of attendance fees for Board and Committee
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meetings.
% of amounts payable under Section 5 of the Non-
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Employee Director Deferred Stock Plan.
b. I wish that the amount deferred in accordance herewith
be credited in the following amounts to the following
accounts:
% to the Deferred Compensation Cash Account.
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% to the Deferred Compensation Phantom Stock
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Account.
2. Modifications to Deferred Compensation Accounts.
In accordance with Section 3.4 of the Plan, beginning
[January 1, 199 ,] [30 days after the effective date of the
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amendment and restatement of the Plan,] I wish to allocate
Compensation previously deferred as indicated below:
% in the Deferred Compensation Cash Account.
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% in the Deferred Compensation Phantom Stock
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Account.
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I acknowledge receipt of a copy of the Directors Deferred
Compensation Plan and confirm that I have reviewed and
understand all of the terms, provisions, and conditions
thereof, which terms, provisions, and conditions are hereby
incorporated into this Agreement.
Dated: Signed:
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Home Address:
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