EXHIBIT-10.13
SUPPLEMENTAL SENIOR OFFICER RETIREMENT PLAN
Barnes Group Inc. hereby adopts the Supplemental Senior Officer
Retirement Plan (the "Plan") effective April 3, 1996.
SECTION 1
DEFINITIONS
The words and phrases defined hereinafter shall have the
following meaning unless a different meaning is clearly required
by the context of the Plan.
1.1 "ACCRUED BENEFIT" shall mean a monthly benefit payable
in the form of a single life annuity commencing on the
Participant's Normal Retirement Date, or Deferred
Retirement Date if applicable, which is equal to an amount
calculated in accordance with Section 3.1.
1.2 "BENEFITS COMMITTEE" shall mean the Benefits Committee
of the Board or its successor.
1.3 "BOARD" shall mean the Board of Directors of Barnes Group
Inc., or its successor.
1.4 "CODE" shall mean the Internal Revenue Code of 1986,
as amended, or as it may be amended from time to time.
1.5 "COMMITTEE" shall mean the Compensation Committee of the
Board or its successor.
1.6 "COMPANY" shall mean Barnes Group Inc. and each subsidiary
and affiliated corporation.
1.7 "COMPENSATION" with respect to any calendar year in which
the Participant earns Credited Service, shall mean the sum
of (a) the Participant's "Compensation", as defined by the
Qualified Plan, except that the limits of Code Section
401(a)(17) shall not apply, and (b) bonuses paid pursuant to
the Management Incentive Compensation Plan and the
Corporate/Group Management Incentive Compensation Plan. For
purposes of determining compensation for a calendar year,
payments made under a bonus plan shall be attributed to the
year earned.
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1.8 "CONTINGENT ANNUITANT" shall mean the person designated
by the Participant, pursuant to Section 7.4, to receive
benefits payable hereunder in the event of the death of the
Participant.
1.9 "CREDITED SERVICE" shall mean "Credited Service" as defined
by the Qualified Plan.
1.10 "DEFERRED RETIREMENT" shall mean a Participant's actual
retirement date, if the Participant remains in active
service after his Normal Retirement Date.
1.11 "EARLY RETIREMENT DATE" shall mean the date on which a
Participant retires from the employ the Company, if such
date is before the date the Participant reaches Normal
Retirement Date but after the date the Participant has
attained age 55 and completed 5 years of Credited Service.
1.12 "EFFECTIVE DATE" shall be January 1, 1996.
1.13 "FINAL AVERAGE COMPENSATION" shall mean Compensation
averaged over the 5 calendar years, whether or not
consecutive, in the last 10 years of Credited Service
immediately preceding his termination date which produce the
highest such average.
1.14 "NORMAL RETIREMENT DATE" shall mean the first day of the
month coincident with or next following the date a
Participant has attained age 62 and completed 10 years of
Credited Service.
1.15 "PARTICIPANT" shall mean each employee of the Company whom
the Board names as a participant in the Plan.
1.16 "PLAN" shall mean the Barnes Group Inc. Supplemental Senior
Officer Retirement Plan, as set forth herein or in any
amendment hereto.
1.17 "PRIOR EMPLOYER BENEFIT" shall mean the benefit (or benefit
equivalent) payable by each prior employer from which the
Participant has received or is entitled to receive a vested
benefit. The Prior Employer Benefit shall be expressed as a
lifetime annuity commencing at age 62, and determined in
accordance with the guidelines outlined below at the time
participation in this Plan is extended to the Participant.
PENSION PLANS. The pension benefit payable from a prior
employer's defined benefit pension plan is converted to a
life annuity commencing at age 62, based upon the factors
applicable to the prior employer's plan or if none are
available, factors from the Qualified Plan.
ACCOUNT BALANCE PLANS. The balance from an account balance
plan shall be converted to a lifetime benefit payable at
age 62, using the following factors:
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o With respect to account balance plan balances
maintained by any prior employer where such plans are
the prior employer's principal retirement plan, the
account balance shall be measured as soon as is
practicable after the date employment with such a prior
employer is terminated.
o An interest rate equal to the average 30-year Treasury
rate for the month preceding the measurement date.
o Mortality based upon the table prescribed by the IRS to
calculate lump sum distributions from qualified pension
plans.
OTHER ARRANGEMENTS. Other arrangements will be converted to
a lifetime benefit commencing at age 62 using procedures and
assumptions which are consistent with the procedures and
assumptions outlined above.
1.18 "QUALIFIED PLAN" shall mean the Barnes Group Inc. Salaried
Retirement Income Plan, a pension plan sponsored by the
Company which satisfies the requirements for qualification
under Section 401(a) of the Code.
1.19 "QUALIFIED PLAN BENEFIT" shall mean the annual amount of
pension benefit under the Qualified Plan payable immediately
as a single life annuity upon the Participant's actual
retirement date (Normal Retirement Date, Early Retirement
Date, or Deferred Retirement Date, whichever is applicable).
1.20 "SOCIAL SECURITY BENEFIT" shall mean the annual Social
Security benefit, which reflects any reduction for
commencement prior to a Participant's Social Security
Retirement Age or any delayed retirement credit for
commencement after his Social Security Retirement Age, as
determined under the Social Security Act in effect on the
January 1 preceding the date benefits commence, and based
upon the following assumptions:
(a) the Participant had no earnings during the calendar
year which includes the date his employment with the
Company terminates, or in any subsequent calendar year;
(b) the Participant's earnings in each prior year are equal
to the maximum amount of wages subject to old age
survivor and disability insurance tax under the Federal
Insurance Contributions Act;
(c) benefits commence on the Participant's actual
retirement date if such retirement date occurs on or
after the Participant's 62nd birthday; and
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(d) in the event the Participant's actual retirement is
prior to age 62, his Social Security Benefit shall
equal the Social Security Benefit otherwise payable at
age 62 multiplied by the appropriate factor from the
following table, based on the age when benefits
commence (factors for ages not shown shall be
interpolated):
Age at Retirement Factor
----------------- ------
61 96.4%
60 92.8%
59 89.2%
58 85.6%
57 82.0%
56 78.4%
55 74.8%
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SECTION 2
PURPOSE OF PLAN
2.1 PURPOSE. The Plan is designed to provide supplemental
retirement benefits to selected executives of the Company.
Such benefits shall be payable out of the general assets of
the Company.
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SECTION 3
NORMAL AND DEFERRED RETIREMENT BENEFITS
3.1 BENEFIT UPON NORMAL RETIREMENT. Upon reaching Normal
Retirement Date, a Participant may retire from the employ of
the Company and shall be entitled to receive a lifetime
monthly "Normal Retirement Benefit" (also referred to as
the Accrued Benefit) commencing on his Normal Retirement
Date. The Participant's monthly Normal Retirement Benefit
shall be equal to one-twelfth of the excess of (a) over the
sum of (b), (c) and (d), where:
(a) equals 55% of his Final Average Compensation multiplied
by the ratio (not to exceed 1.0) of his Credited
Service to fifteen;
(b) equals his Qualified Plan Benefit; and
(c) equals his Social Security Benefit; and
(d) equals his Prior Employer Benefit.
3.2 BENEFIT UPON DEFERRED RETIREMENT. Upon retiring on a
Deferred Retirement Date, a Participant shall be entitled to
receive a benefit commencing on the first day of the month
coincident with or next following the Participant's Deferred
Retirement Date and continuing monthly for the lifetime of
the Participant. The amount of such benefit shall be equal
to the amount otherwise payable under Section 3.1 based on
the Participant's Final Average Compensation, Credited
Service, Qualified Plan Benefit, Social Security Benefit and
Prior Employer Benefit determined as of the Participant's
Deferred Retirement Date.
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SECTION 4
EARLY RETIREMENT BENEFITS
4.1 BENEFIT UPON EARLY RETIREMENT. If a Participant retires on
or after his Early Retirement Date, but prior to his Normal
Retirement Date, and any of conditions (a), (b) or (c)
immediately below apply, he shall be entitled to a lifetime
monthly "Early Retirement Benefit" as described in Section
4.2 below.
(a) His retirement was requested by the President and Chief
Executive Officer of the Company,
(b) His retirement was requested by the Board, or
(c) His retirement has the approval of the Board.
4.2 AMOUNT OF EARLY RETIREMENT BENEFIT. The amount of the
Participant's Early Retirement Benefit shall be determined
as the excess of (a) over the sum of (b), (c) and (d) below,
where:
(a) equals the product of (i), (ii), and (iii) below
(i) equals 55% of his Final Average Compensation,
(ii) equals the ratio (not to exceed 1.0) of his
Credited Service to the greater of
(a) 15, or
(b) the Credited Service the Participant would
have completed had Credited Service continued
to age 62, and
(iii) equals the appropriate factor from the
following table, based on the age when
benefits commence (factors for ages not shown
shall be interpolated):
Age at Retirement Factor
----------------- ------
61 96.4%
60 92.8%
59 89.2%
58 85.6%
57 82.0%
56 78.4%
55 74.8%
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(b) equals his Qualified Plan Benefit as of such date,
(c) equals his Social Security Benefit, and
(d) equals his Prior Employer Benefit, as adjusted by
multiplying by the factors in Section 4.2(a)(iii),
above.
4.3 COMMENCEMENT DATE. The Participant's Early Retirement
Benefit shall commence on the first day of the month
coincident with or next following the Participant's Early
Retirement Date.
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SECTION 5
DEATH BENEFITS
5.1 DEATH OF PARTICIPANT PRIOR TO COMMENCEMENT OF BENEFITS. If
a Participant dies on or after attaining age 55 and
completing 5 years of Credited Service, but prior to the
date his benefits under this Plan commence, his Surviving
Spouse shall be eligible to receive a monthly lifetime
benefit commencing on the first day of the month following
the Participant's death. The benefit payable to his
Surviving Spouse shall be equal to the amount which would
have been payable to the Surviving Spouse if the Participant
had:
(a) terminated employment on the date of death;
(b) elected to receive payments in the form of a joint and
50% contingent annuity with his Surviving Spouse as
Contingent Annuitant; and
(c) died on the next day.
5.2 DEATH OF PARTICIPANT AFTER COMMENCEMENT OF BENEFITS. If a
Participant dies after the commencement of his benefits
under this Plan, no death benefit will be payable hereunder
except as otherwise provided under the form of annuity
payment in effect on the date of death.
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SECTION 6
DISABILITY
6.1 DISABILITY DEFINED. For purposes of this Plan, a
Participant shall be deemed to be disabled if he is eligible
for and receiving Social Security disability benefits.
6.2 DISABILITY BENEFITS. No benefits shall be payable hereunder
solely on account of disability. However, if a Participant
is deemed to be disabled under Section 6.1, he shall
continue to accrue Credited Service until the earliest of
the following events:
(a) the Participant attains his Normal Retirement Date;
(b) the Participant elects to retire on an Early Retirement
Date;
(c) the Participant dies (however, no benefits are payable
under the plan on account of death prior to age 55 and
completion of 5 years of Credited Service) and
(d) the Participant ceases to be disabled.
The Participant's Compensation during the period of
disability shall, for purposes of this Plan, be deemed to be
equal to the Participant's Compensation for the calendar
year preceding the date on which such disability began.
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SECTION 7
NORMAL AND OPTIONAL FORMS OF PAYMENT
7.1 NORMAL FORM OF PAYMENT. The normal form of payment under
this Plan for an unmarried Participant is a single life
annuity: a benefit payable monthly for the lifetime of the
Participant, the first payment to be due on the date
specified in Section 3, 4, or 5 hereof, and the last payment
to be due on the first day of the calendar month in which
death occurs.
The normal form of payment under this Plan for a married
Participant is a 50% joint and contingent annuity: a benefit
payable monthly for the lifetime of the Participant with a
lifetime benefit equal to 50% of such benefit payable
monthly to the spouse following the death of the
Participant.
7.2 OPTIONAL FORMS OF PAYMENT. In lieu of the normal form of
payment, a Participant may elect to receive his benefit in
the form of:
(a) a Single Life Annuity, which is a benefit payable
monthly for the lifetime of the Participant with no
benefits payable after his death;
(b) a Joint and Contingent Annuity, which is a benefit
payable monthly for the lifetime of the Participant
with a benefit equal to 25%,33 1/3%, 50%,66 2/3%, 75%,
or 100% (as selected by the Participant) of such
benefit payable monthly to the Contingent Annuitant for
the lifetime of the Contingent Annuitant; or
(c) a Ten Year Certain and Continuous Annuity, which is a
benefit payable monthly for the lifetime of the
Participant and, in the event of the Participant's
death prior to receiving 120 monthly payments, payable
monthly to a named Beneficiary until the Participant
and Beneficiary together have received 120 monthly
payments. If both the Participant and the Beneficiary
die before 120 payments have been made, payments shall
be made to the Participant's estate until a total of
120 monthly payments have been paid.
The Participant's benefits shall be paid in an optional form
if the Participant makes an irrevocable election at least
twelve months prior to the time benefits under this Plan
commence. In the event that a Participant elects a Joint
and Contingent Annuity and the Contingent Annuitant
designated by the Participant dies prior to the time
benefits commence, the election of the optional form of
payment shall be disregarded. In the event that a
Participant elects a Ten Year Certain and Continuous Annuity
and the Beneficiary designated by the Participant dies prior
to the time benefits
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commence, the Participant shall designate a new
Beneficiary. Elections of optional forms of payment shall be
filed by the Participant with the Benefits Committee or its
designee on a form approved by the Benefits Committee.
7.3 ACTUARIAL EQUIVALENT. The amount of benefit payable under
this Plan shall be the actuarial equivalent of the single
life annuity. Actuarial equivalence shall be determined
using the factors specified in the Qualified Plan.
7.4 DESIGNATION OF CONTINGENT ANNUITANT. Except as provided
below, the Participant may designate a Contingent Annuitant
or Beneficiary or change any prior designation by giving
written notice to the Benefits Committee at any time prior
to the date benefits hereunder commence.
Exception: The Participant may not change the designation
of a Contingent Annuitant at any time that is within twelve
months prior to the date that benefits hereunder commence.
No such restriction applies to the right of a Participant to
change the designation of a Beneficiary under subparagraph
7.2(c). above.
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SECTION 8
PLAN ASSETS
8.1 COMPANY SOLE OWNER AND NO TRUST CREATED. Title to and
beneficial ownership of any assets which the Company may
designate to pay benefits under this Plan shall at all times
remain in the Company, and neither the Participants,
Beneficiaries, nor Contingent Annuitants shall have any
property interest whatsoever in any such assets of the
Company. Nothing contained in this Plan, and no action
taken pursuant to any provision hereunder, shall create or
be construed to create a trust of any kind, or a fiduciary
relationship between the Company and the Participants,
Beneficiaries, Contingent Annuitants or any other person.
Any assets which may be invested to fund benefits provided
hereunder shall continue for all purposes to be a part of
the general funds of the Company, and no person other than
the Company shall by virtue of the provisions of this Plan
have any interest in such funds. To the extent that any
person acquires a right to receive payments from the Company
under this Plan, such right shall be no greater than the
rights of any unsecured general creditor of the Company.
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SECTION 9
ADMINISTRATION
9.1 ADMINISTRATION. The Committee shall have full power and
authority to interpret and construe the terms of this Plan,
and the Committee's interpretations and construction
thereof, and actions thereunder, or the amount or recipient
of the benefits to be made therefrom shall be binding and
conclusive on all persons for all purposes. No agent or
representative of the Board shall be liable to any person
for any action taken or omitted in connection with the
interpretation and administration of this Plan unless
attributable to his own willful misconduct or lack of good
faith.
9.2 EXPENSES OF ADMINISTRATION. All expenses incurred in
connection with the execution of this Plan and in carrying
out the provisions hereof shall be paid by the Company.
9.3 INFORMATION FROM PARTICIPANT. Each Participant shall
furnish to the Company such information as the Company may
reasonably request for purposes of the proper administration
of the provisions of this Plan.
9.4 NO EMPLOYMENT RIGHTS. Nothing contained in the Plan shall
be construed as a contract of employment between the Company
and a Participant, or as a right of any Participant to be
continued in the employment of the Company, or as a
limitation of the right of the Company to discharge any of
its Participants, with or without cause. Any benefit
payable under this Plan shall not be deemed salary,
earnings, or other compensation to the Participant for the
purpose of computing benefits to which he may be entitled
under any qualified retirement plan or other arrangement of
the Company for the benefit of its employees.
9.5 RESTRICTIONS ON ALIENATION AND ASSIGNMENT. Neither a
Participant nor any Beneficiary or Contingent Annuitant
shall have the right to assign, transfer, hypothecate,
encumber, commute or anticipate any interest in any payments
hereunder, and such payments shall not in any way be subject
to any legal process to levy upon or attach the sum for
payment of any such claim against the Participant or any
Beneficiary or Contingent Annuitant, provided, however, that
nothing contained herein shall preclude a Participant from
designating a Beneficiary or Contingent Annuitant to receive
benefits hereunder in the event of the Participant's death.
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9.6 FACILITY OF PAYMENT. If the Company shall find, upon
receipt of medical evidence or legal representations
satisfactory to the Committee, that any Participant to whom
a benefit is payable is unable to care for such person's
affairs because of illness or accident, any payment due
hereunder (unless a prior claim therefor shall have been
made by a duly appointed guardian, conservator or other
legal representative) may be paid to such Participant's
spouse, child, parent or brother or sister, or to any person
or persons determined by the Company to have incurred
expense for such Participant. Any payment shall be a
complete discharge of all liability hereunder.
9.7 FAILURE TO CLAIM AMOUNTS PAYABLE. In the event that any
amount shall become payable hereunder to a Participant or,
upon a Participant's death, to the Beneficiary, Contingent
Annuitant, or representative of the Participant's estate,
and if after written notice from the Company mailed to such
person's last known address as shown in the Company's
records and after diligent effort the Company is unable to
locate such person, the Company shall apply to a court of
competent jurisdiction for direction as to the distribution
of such amount.
9.8 AMENDMENT AND TERMINATION. The Board reserves the right to
amend and/or terminate the Plan at any time for whatever
reasons it may deem appropriate, except that no such
amendment or termination shall adversely affect the benefits
payable to any person who has begun to receive benefits
hereunder.
9.9 GENDER AND NUMBER. All the words and terms used herein,
regardless of the number and gender in which they shall be
used, shall be deemed to include any other number, singular
and plural, and any other gender, masculine and feminine, as
the context may require.
9.10 LAW APPLICABLE. This Plan shall be governed by the laws of
the State of Connecticut.
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