Exhibit 10.2
BARNES GROUP INC.
RETIREMENT BENEFIT EQUALIZATION
PLAN
as amended and restated effective
January 1, 2009
PREAMBLE
Barnes Group Inc. has been
maintaining the Retirement Benefit Equalization Plan (the
“RBEP” or “Plan”) and hereby amends and
restates the RBEP effective January 1, 2009.
In general, this amended and
restated Plan applies effective January 1, 2009 to benefits
accrued both before and after that date, without regard to any
ability to treat certain benefits as “grandfathered”
from the effect of Section 409A of the Internal Revenue Code.
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, to the time and form of payment, and to the
selection of an optional form and a contingent annuitant or
beneficiary, 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 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.
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
“ 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, or as 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
“ Plan ”
shall mean the Barnes Group Inc. Retirement Benefit Equalization
Plan, as amended and set forth herein or in any amendment
hereto.
1.7
“ 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 by contract,
the employment relationship is deemed to terminate on the first
date immediately following such six-month period.
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(b) For purposes of this
Section 1.7, 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.
1.8 “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 7
below.
1.9
“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. After a Participant’s death, his “Spouse”
shall be the individual, if any, who met these criteria as of the
date of the Participant’s death.
1.10
“SRIP” 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.
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SECTION 2
PURPOSE OF PLAN
2.1 Purpose.
The purpose of the Plan is to
provide selected executives of the Company who participate in the
SRIP and who cannot receive certain benefits under the SRIP due to
Code Section 401(a)(17) and 415 limitations with benefits that
will approximate the difference between benefits that would be paid
under the SRIP, but for such limitations, and the benefits that are
payable under the SRIP, taking such limitations into account. The
Plan pays benefits only in the event of a Participant’s
Separation from Service (as defined herein) or death, in both cases
subject to the more specific provisions of the Plan that follow
this Section 2. Plan 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
PARTICIPATION
3.1 Designation by
Committee. The
Committee shall have the sole and exclusive right to designate who
receives or will receive benefits under this Plan, using the
minimum criteria set forth in Section 3.2 below as the
Committee’s starting point, with any individual who receives
or is expected by the Committee to receive benefits under this Plan
considered a “ Participant .”
3.2 Minimum
Criteria. The minimum
criteria for receipt of benefits under this Plan shall be that an
employee of the Company (a) participates or has participated
in the SRIP; and (b) is receiving or will receive benefits
under the SRIP that are limited by reason of
Section 401(a)(17) and/or Section 415 of the Internal
Revenue Code. Notwithstanding the foregoing, if an employee who has
been considered a Participant in this Plan also participates in the
Company’s Supplemental Senior Officer Retirement Plan
(“SSORP”) and satisfies the age and service conditions
to receive a benefit under the SSORP (subject to Section 8.8
thereof), he shall, as of the time of satisfaction of such
conditions, no longer be considered a Participant in this
Plan.
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SECTION 4
BENEFIT COMMENCEMENT DATES;
AMOUNT OF BENEFIT
4.1 Separation
from Service before Age 55 . Subject to Section 7.1, a
Participant who has a Separation from Service prior to his or her
55 th birthday (other than by death)
shall be entitled to a benefit payable as of the first day of the
month following the Participant’s 55 th birthday (the “ Benefit
Commencement Date ”), which benefit shall actually
commence on a date within the 90-day period beginning on the
Participant’s Benefit Commencement Date.
4.2 Separation
from Service On or After Age 55. Subject to Section 7.1, a
Participant who has a Separation from Service on or after his or
her 55 th birthday (other than by death)
shall be entitled to a benefit payable as of the first day of the
month following the date of the Participant’s Separation from
Service (the “ Benefit Commencement Date ”)
which benefit shall actually commence on a date within the 90-day
period beginning on the Participant’s Benefit Commencement
Date. Notwithstanding the foregoing provisions of Section 4.1
and 4.2 and any other provisions of this Plan, the benefit payable
to a Participant who, on January 1 2009, was (a) a former
employee of the Company entitled to benefits under this Plan but
not yet in receipt of such benefits and (b) at least age 55
shall be paid in a lump sum, equal to the present value of the
Participant’s annuity benefit as of January 1, 2009 (as
determined by the Company’s actuary) and payable within the
90-day period beginning on January 1, 2009.
4.3 Amount of
Benefit. The monthly
benefit payable to a Participant under this Section 4 by
reason of the Participant’s Separation from Service shall be
determined as follows:
Step 1 . Compute (a) the monthly benefit that
would be payable under the SRIP as of the Benefit Commencement
Date, assuming it is computed as a single life annuity commencing
on that date and without regard to Section 401(a)(17) and
Section 415 of the Internal Revenue Code, minus (b) the
monthly benefit that would be payable under the SRIP as of the same
date, assuming it is computed as a single life annuity commencing
on that date and with regard to Section 401(a)(17) and
Section 415 of the Internal Revenue Code. Notwithstanding the
foregoing, once a Participant’s Separation from Service (as
defined under this Plan) has occurred, no further accruals under
the SRIP shall be taken into account when computing the amounts in
(a) and (b) hereof. For purposes of determining the SRIP
benefit in this Step 1, any pre-retirement survivor annuity charge
applicable under the terms of the SRIP document shall be
disregarded.
Step 2 . If a Participant has elected an optional form
of payment pursuant to Section 5 hereof, convert the benefit
computed as a single life annuity under Step 1 to its actuarial
equivalent using the assumptions or factors applicable to such
optional form under the SRIP.
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SECTION 5
NORMAL AND OPTIONAL FORMS OF
PAYMENT
5.1 Normal Form of
Payment. The normal
form of payment under this Plan for a Participant entitled to a
benefit under Section 4 is a single life annuity: a benefit
payable monthly for the lifetime of the Participant, with the first
payment to be due on the Benefit Commencement Date specified in
Section 4 (but subject to Section 7.1) and the last
payment to be due on the first day of the calendar month in which
death occurs. Consistent with Section 7.1, any payment due for
a month prior to the month in which benefits actually commence
shall be paid when benefits actually commence, with no adjustment
for interest.
5.2 Optional Forms of
Payment. In lieu of
the normal form of payment, a Participant may elect to receive his
or her benefit in one of the following optional forms, subject to
the provisions
