Exhibit 10.5
CONSULTING
AGREEMENT
CONSULTING AGREEMENT
(the “Agreement”), made
and entered into as of this 1st day of September, 2009, by and
between Barnes Group Inc., a Delaware corporation (the
“Company”), and John R. Arrington, an individual
residing at 24 Daniel Trace, Burlington, Connecticut 06013 (the
“Consultant”).
WITNESSETH:
WHEREAS , the Consultant has retired from the Company
and terminated his employment, as of August 31, 2009, after 11
years of service as the Senior Vice President, Human Resources of
the Company during which he has obtained valuable institutional
knowledge about the Company and, in particular, its human resources
function; and
WHEREAS , the Company desires the services of the
Consultant to facilitate his successor’s transition into the
position of Senior Vice President, Human Resources of the Company
and to access his knowledge of the history of the Company’s
human resources function and its operations, and the Consultant
desires to provide such services to the Company, upon the terms and
subject to the conditions set forth herein.
NOW, THEREFORE
, in consideration of the premises,
and the mutual covenants and agreements hereinafter contained, and
for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties do hereby
mutually covenant and agree as follows:
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1.
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Term .
The Agreement’s term is the period beginning on the date
hereof and ending on February 28, 2010, subject to earlier
termination as provided in Paragraph 9 below (the
“Term”).
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2.
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Consulting Services
. During the Term, the Consultant
shall, upon request, provide information and advice to the
executive officers of the Company including, without limitation,
the Senior Vice President, Human Resources, the President and Chief
Executive Officer (the “CEO”) and the Senior Vice
President, General Counsel and Secretary, relative to his
professional knowledge and expertise in the field of human
resources and his firsthand knowledge of the recent execution of
the Company’s human resources function and to provide such
other services as he and the Senior Vice President, Human Resources
shall mutually agree (the “Consulting Services) in a good and
workmanlike manner. By way of illustration and not limitation, the
Consulting Services may include counsel in preparing for meetings
of the Compensation and Management Development Committee of the
Board of Directors of the Company, advice and introduction to
professional contacts, experts and service providers in connection
with executive separations, succession planning and filling key
management positions, and assisting the Senior Vice President,
Human Resources in addressing unusual or complex issues relative
to
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employees. Subject to the mutual
agreement of the Senior Vice President, Human Resources and the
Consultant, the Consultant shall not be required to be present at
the Company’s Corporate Office or any other location of the
Company, or to travel to accomplish the Consulting Services. The
Consultant shall make good faith efforts to be available not more
than 20 hours per week for the performance of the Consulting
Services; provided, that the hours of Consulting Services shall not
exceed, in the aggregate during the Term, more than 20 percent of
the average level of bona fide services performed by the Consultant
when he was an employee of the Company during the 36-month period
immediately prior to his retirement.
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3.
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Consulting
Fee; Expenses.
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a.
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During the
Term, the Consultant shall be paid $20,000 per month (the
“Consulting Fee) for his availability to perform the
Consulting Services (the “Consulting Fee”), regardless
of the number of hours worked, if any. The Consultant shall not be
paid for travel time unless he is actively providing the Consulting
Services then.
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b.
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The Company
shall reimburse the Consultant for reasonable out-of-pocket
expenses incurred in the performance of the Consulting Services.
The Company shall provide reasonable office support for the
Consultant. Office overhead expenses, including without limitation
rent, salaries and benefits for office support staff, and supplies
shall not be reimbursed. The Consultant shall use the services of
the Company’s travel office for travel in connection with the
Consulting Services, unless he obtains a better price for
transportation or lodging expenses. The Consultant shall not be
obligated to seek more advantageous prices than those obtained
through the Company’s travel office.
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c.
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The Company
shall provide to the Consultant a Form 1099 for all income received
during each calendar year or any portion thereof during the Term.
Consultant shall be responsible for payment of all federal, state
and local taxes and contributions imposed or required under
applicable unemployment insurance, employment and income tax
laws.
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d.
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The payments
made under this Section 3 shall constitute the
Consultant’s sole compensation for Consulting Services
rendered during the Term. Invoices shall be submitted to the Senior
Vice President, Human Resources no less frequently than monthly and
shall contain an accounting of services rendered and reimbursable
expenses incurred during the applicable period.
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4.
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Status as an Independent
Contractor . It is
expressly understood and agreed by the parties that the Consultant
is engaged hereunder as an independent contractor. As an
independent contractor, the Consultant shall not be entitled to any
pension, bonus, profit-sharing, health or similar benefit which the
Company may make available to its employees from time to time.
Nothing contained herein shall be construed to make the Consultant
an employee of the Company. The Consultant
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represents and warrants that he has
and shall, for the Term, maintain adequate insurance coverage for
property damage, and public and personal liability.
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5.
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Confidentiality; Trade Secrets
. The Consultant acknowledges and
agrees that any information constituting a trade secret or
otherwise of a proprietary, secret or confidential nature of or
relating to any business of the Company, including without
limitation the business of any affiliate of the Company
(“Affiliate”), (“Confidential Information”)
acquired by the Consultant during his performance of the Consulting
Services or known by the Consultant with respect to the businesses
of the Company or any Affiliate prior to the commencement of the
Term is the exclusive property of, and of great value to, the
Company and its Affiliates. The Consultant shall safeguard the
Confidential Information and agrees that without the prior written
permission of the General Counsel, he shall not divulge to any
person or entity (other than to officers, directors and employees
of the Company and/or its Affiliates or in connection with the
proper business and affairs of the Company and/or its Affiliates),
either during the Term or at any time thereafter, any Confidential
Information unless and to the extent (a) that said information
becomes publicly known other than as a result of the
Consultant’s acts or omissions to act, or (b) as may be
required by applicable law or in connection with any investigation,
suit or other proceeding before any court, tribunal, arbitration
proceeding or agency having competent jurisdiction thereover;
provided , however , that the Consultant shall use
his best efforts to provide the Company with adequate and timely
written notice so as to enable the Company to seek a protective
order or other appropriate relief. As used herein, Confidential
Information may include, but is not limited to, the names of
suppliers, customers, or employees of the Company and any
Affiliate, the fees the Company and/or any Affiliate obtains or has
obtained for services, financial information, computer programs,
marketing plans, pricing information, the existence or terms of any
discussions or negotiat
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