Exhibit 10.9
BARNES GROUP INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN
as amended and restated to
February 3, 2009, effective January 1,
2009
PREAMBLE
This Supplemental Executive
Retirement Plan (the “ Supplemental Plan ”) was
amended by the Board of Directors of the Company on May 16,
1997 and December 31, 2007. It was further amended effective
as of May 30, 2008 and effective as of January 1,
2009.
The amendments to the Supplemental
Plan that were adopted on December 31, 2007 were not intended
to enhance (within the meaning of Treasury Regulation section
1.409A-6(a)(4)) any benefit or right existing under the
Supplemental Plan on or before that date, and the Supplemental Plan
as amended on December 31, 2007 was to be administered,
interpreted and construed accordingly. To the extent that prior to
May 30, 2008 any benefits under the Supplemental Plan as
modified or supplemented (if at all) by any written individual
agreement with a participant were “grandfathered” from
Section 409A of the Code (i.e., were compensation to which
Section 409A of the Code does not apply, according to Treasury
Regulation section 1.409A-6 or any other applicable Treasury
Department guidance), such benefits shall be determined in
accordance with, and be governed exclusively by, the provisions of
the Supplemental Plan as in effect before May 30, 2008 and
such individual agreement, if applicable. To the extent that any
benefits under the Supplemental Plan were not
“grandfathered” from Section 409A of the Code
prior to May 30, 2008, and to the extent that any benefits are
accrued under the Supplemental Plan on and after that date, then
effective January 1, 2009, such benefits shall be determined
in accordance with, and be governed by, the provisions of the
Supplemental Plan as amended effective January 1, 2009, which
are set forth below.
Notwithstanding the preceding
sentence, the provisions of this Plan document (i.e., as amended
effective January 1, 2009) applicable to the computation of
benefits, to the commencement date of such benefits, and to the
time and form of payment, as well as any other provisions of this
Plan document that are impossible or impracticable to apply to
benefits already in pay status, shall not apply to benefits in pay
status prior to January 1, 2009, to the extent such provisions
are not required to apply pursuant to guidance prescribed by the
Treasury Department under Section 409A of the Internal Revenue
Code (including, but not limited to, section XII.F of the preamble
to the final regulations under such Section 409A and section
3.02 of IRS Notice 2007-86); rather, the applicable terms of the
Plan in effect prior to January 1, 2009, as modified or
supplemented (if at all) by any written individual agreement with a
participant in accordance with Section 409A of the Internal
Revenue Code and Treasury Department guidance thereunder, construed
and supplemented as necessary in accordance with the applicable
provisions of Section 409A of the Internal Revenue Code and
Treasury Department guidance thereunder, shall apply
to such benefits. To the extent permissible
under applicable provisions of Section 409A of the Internal
Revenue Code and Treasury Department guidance thereunder, this
paragraph also shall apply to benefits not yet in pay status prior
to January 1, 2009 but with respect to which all events
necessary to receive the payment have occurred before
January 1, 2009. For the avoidance of doubt, this paragraph
shall not apply to any benefits to which the fourth sentence of
this Preamble (relating to “grandfathered” benefits)
applies.
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SECTION 1
DEFINITIONS
1.1 “Benefits
Committee” shall mean the Benefits Committee appointed by
the Board or its successor.
1.2
“Board” shall mean the Board of Directors of Barnes
Group Inc., or its successor.
1.3
“Code” shall mean the Internal Revenue Code of 1986, as
amended, as or it may be amended from time to time.
1.4
“Committee” shall mean the Compensation and Management
Development Committee of the Board or its successor.
1.5
“Company” shall mean Barnes Group Inc. and each subsidiary
and affiliated corporation that has adopted the Plan for the
benefit of one or more employees.
1.6
“Participant” shall have the meaning set forth in
Section 3.
1.7
“Plan” shall mean the Barnes Group Inc. Supplemental
Executive Retirement Plan, as amended and set forth herein or in
any amendment hereto.
1.8 “Qualified
Plan” shall
mean the Barnes Group Inc. Salaried Retirement Income Plan as
amended and in effect from time to time, a pension plan which is
intended to satisfy the requirements for qualification under
Section 401(a) of the Code.
1.9
“RBEP” shall mean the Barnes Group Inc. Retirement
Benefit Equalization Plan, as amended and in effect from time to
time.
1.10 “Separation from
Service” shall
mean a “separation from service” from the Company and
all corporations and other trades or businesses aggregated with the
Company, as determined under rules set forth in Treasury Regulation
section 1.409A-1(h), as in effect from time to time, or a successor
thereto. If there is a question as to whether a Participant’s
employment has been terminated or his or her employment
relationship remains intact on account of the types of absences
described in (a), (b), and (c) below, the following rules (to
be interpreted consistent with Treasury Regulation section
1.409A-1(h)) shall apply:
(a) The employment relationship
shall be treated as continuing intact while the Participant is on
military leave, sick leave, or other bona fide leave of absence if
the period of such leave does not exceed six months, or if longer,
so long as the Participant retains a right to reemployment with the
Company under an applicable statute or by contract. If the period
of leave exceeds six months and the Participant does not retain a
right to reemployment under an applicable statute or
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by contract, the employment
relationship is deemed to terminate on the first date immediately
following such six-month period.
(b) For purposes of this
Section 1.10, a leave of absence constitutes a “bona
fide” leave of absence only if there is a reasonable
expectation that the Participant will return to perform services
for the Company.
(c) Notwithstanding the foregoing,
where (i) a leave of absence is due to any medically
determinable physical or mental impairment that can be expected to
last for a continuous period of not less than six months, and
(ii) such impairment causes the Participant to be unable to
perform the duties of his or her position of employment or any
substantially similar position of employment, a 29-month period of
absence shall be substituted for the six-month period described in
paragraph (a) hereof, regardless of whether the Participant
retains a contractual right to reemployment, unless the employment
relationship is otherwise terminated by the Company or the
Participant.
1.11 “Specified
Employee” shall
mean a “Specified Employee” within the meaning of
Treasury Regulation section 1.409A-1(i) as in effect from time to
time, as determined in accordance with Section 5
below.
1.12
“Spouse” shall mean the individual to whom the
Participant is legally married by civil or religious ceremony under
the laws of the state in which the Participant is legally domiciled
on the date the determination of whether there is a Spouse is being
made.
1.13
“SSORP” shall mean the Barnes Group Inc. Supplemental
Senior Officer Retirement Plan, as amended and in effect from time
to time.
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SECTION 2
PURPOSE OF PLAN
2.1 Purpose.
The Plan is intended to provide
supplemental retirement benefits to selected executives of the
Company. Such benefits shall be payable out of the general assets
of the Company. Notwithstanding the foregoing, in the discretion of
the Committee, the Company may enter into one or more grantor
trusts (sometimes known as “rabbi trusts”) for the
purpose of financing part or all of its obligations under the
Plan.
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SECTION 3
ENTITLEMENT TO A
BENEFIT
3.1 Participant’s
Entitlement to a Benefit. Subject to Section 6.8, an individual shall
be entitled to a benefit under Section 4 of this Plan if he or
she meets one of the following criteria:
(a) The individual is an Executive
Officer of Barnes Group Inc. (as determined by the Committee) on or
after November 16, 1979, who has a Separation from Service
(whether as an Officer or as a non-Officer) at or after age 55 with
a vested benefit under the Qualified Plan and with 10 or more years
of service; or
(b) The individual is an employee of
the Company who has been designated to participate in this Plan by
the Committee.
The Committee shall determine how
“years of service” are determined for purposes of this
Plan and, consistent with any applicable written employment or
similar agreement between the Company and a Participant, may
provide credit for both periods of employment with the Company and
affiliates of the Company and other credit.
In no event shall a benefit be
provided under this Supplemental Plan except on account of a
Participant’s Separation from Service. (Thus, for example, no
benefit shall be paid on account of death, disability, or other
reasons.) An individual entitled to a benefit hereunder is a
“ Participant .”
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SECTION 4
BENEFITS
4.1 Benefit
Components. The Plan
provides a Qualified Plan component, a SSORP component, and a RBEP
component, determined in the manner set forth below. A Participant
who does not have a Spouse on the date the payment of benefits
hereunder actually commences (with regard to Section 5.1)
shall receive the Qualified Plan component only. A Participant who
has a Spouse on such date shall receive (a) the Qualified Plan
component and the SSORP component, if he or she participates in the
SSORP, or (b) the Qualified Plan component and the RBEP
component, if he or she participates in the RBEP, with
“participation” determined by the Committee in the
event of any ambiguity.
4.2 Qualified Plan
Component. This
component shall be the product, determined as of the
Participant’s Benefit Commencement Date hereunder, of
(a) the Participant’s Qualified Plan Benefit, times
(b) one (1.0) minus the 50% contingent annuitant factor
applicable under the Qualified Plan for the ages of the Participant
and the Participant’s Spouse (or, if the Participant has no
Spouse, for an assumed Spouse with the same age as the
Participant).
4.3 SSORP
Component. This
component shall be the product, determined as of the
Participant’s Benefit Commencement Date hereunder, of
(a) the Participant’s SSORP Benefit, if any, times
(b) one (1.0) minus the 50% contingent annuitant factor
applicable under the Qualified Plan for the ages of the Participant
and the Spouse.
4.4 RBEP
Component. This
component shall be the product, determined as of the
Participant’s Benefit Commencement Date hereunder, of
(a) the Participant’s RBEP benefit, if any, times
(b) one (1.0) minus the 50% contingent annuitant factor
applicable under the Qualified Plan for the ages of the Participant
and the Spouse.
4.5 Definition of
Terms. For purposes
of determining the benefits payable pursuant to this
Section 4, the following terms shall have the following
meanings:
(a) “Qualified Plan
Benefit” shall mean the amount of pension benefit
that is or would be payable to the Participant unde
