Exhibit 10.6
BARNES GROUP INC.
DIRECTORS’ DEFERRED
COMPENSATION PLAN
as amended and restated on December 31,
2008
Section 1: Establishment of
Plan
The Barnes Group Inc.
Directors’ Deferred Compensation Plan (the
“Plan”) provides a means whereby non-employee 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. The Plan was originally effective December 1, 1987,
and was amended and restated effective July 19, 1996. In
accordance with Treasury Regulation section 1.409A-1(i), the Plan
was further amended on December 31, 2007 to adopt an
alternative method of identifying the service providers who will be
subject to the six-month delay imposed by
Section 409A(a)(2)(B)(i) of the Code, and to adopt
January 1 as the “specified employee effective
date” within the meaning of Treasury Regulation section
1.409A-1(i)(4). The Plan was further amended and restated on
December 31, 2008 to reflect Section 409A of the Code and
the Treasury Regulations and official guidance thereunder. If and
to the extent that any Compensation deferred by a Participant
before December 31, 2008 under the Plan as in effect before
its amendment and restatement on December 31, 2008, and
earnings on such deferred Compensation (including earnings that
accrued before or that accrue after December 31, 2008), are
“grandfathered” from Section 409A of the Code
(i.e., are compensation to which Section 409A of the Code does
not apply, according to Treasury Regulation section 1.409A-6), then
on and after December 31, 2008 such deferred Compensation and
earnings shall continue to be determined in accordance with, and be
governed exclusively by, the provisions of the Plan as in effect
before its amendment and restatement on December 31, 2008. Any
Compensation deferred by a Participant before December 31,
2008 under the Plan as in effect before its amendment and
restatement on December 31, 2008, and earnings on such
deferred Compensation, that are not “grandfathered”
from Section 409A of the Code, and any Compensation deferred
by a Participant under the Plan on or after December 31, 2008,
and earnings on such deferred Compensation, shall be determined in
accordance with, and be governed exclusively by, the provisions of
the Plan as amended and restated on December 31, 2008, which
are set forth herein. For the avoidance of doubt, (a) any
“non-grandfathered” amounts that are credited to a
Participant’s Deferred Compensation Accounts immediately
after the amendment and restatement of the Plan on
December 31, 2008 shall be equal to the
“non-grandfathered” amounts that were credited to the
Participant’s Deferred Compensation Accounts immediately
before the amendment and restatement of the Plan on
December 31, 2008, and (b) on and after December 31,
2008 no “non-grandfathered” amounts shall be payable
under, or may be deferred under, the provisions of the Plan as in
effect before its amendment and restatement on December 31,
2008.
The Plan as amended and restated on
December 31, 2008 is effective on that date. However, any
provision of the Plan to the contrary notwithstanding, if any
provision of the Plan as so amended and restated would change the
time or form of payment of any amount
1
that is payable under the Plan, such provision
shall “apply only to amounts that would not otherwise be
payable in 2008” within the meaning of paragraph .02 of
§3 of Notice 2006-79 as modified by Section 3.01(B)(1) of
Notice 2007-86, and shall be administered, interpreted and
construed accordingly.
Section 2:
Definitions
When used in this Plan, the
following terms shall have the definitions set forth in this
section:
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2.0
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“Beneficiary” means the beneficiary
designated by a Participant most recently on an election form filed
under the Plan before his or her death or, if no such beneficiary
has been designated or if the beneficiary designated by the
Participant most recently before his or her death does not survive
the Participant on the payment date in question, the
“Beneficiary” means the Participant’s
estate.
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2.1
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“Board of
Directors” shall mean the Board of Directors of Barnes Group
Inc.
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2.2
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“Code” means the Internal Revenue
Code of 1986 as amended and in effect from time to time.
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2.3
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“Common
Stock” shall mean the common stock, par value $0.01 per
share, of the Company.
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2.4
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“Common
Stock Unit” shall mean a unit representing one share of
Common Stock.
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2.5
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“Company” shall mean Barnes Group
Inc.
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2.6
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“Compensation” shall mean retainer
fees earned for service as a Director of the Company, and meeting
attendance fees earned for attending meetings of the Board of
Directors or any of its committees. For years before 2006 only,
“Compensation” also shall mean amounts payable to a
Director pursuant to Section 5 of the Barnes Group Inc.
Non-Employee Director Deferred Stock Plan.
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2.7
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“Compensation Committee” shall mean
the Compensation and Management Development Committee of the Board
of Directors.
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2.8
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“Deferred
Compensation Accounts” shall mean, collectively, the Deferred
Compensation Interest-Bearing Account and the Deferred Compensation
Phantom Stock Account.
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2.9
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“Deferred
Compensation Interest-Bearing Account” shall mean the
bookkeeping account which is credited with deferred Compensation
pursuant to Section 4.
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2
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2.10
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“Deferred
Compensation Phantom Stock Account” shall mean the
bookkeeping account which is credited with deferred Compensation
pursuant to Section 5.
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2.11
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“Director” shall mean a member of
the Board of Directors who is not employed by the
Company.
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2.12
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“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.
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2.13
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“Participant” shall mean a Director
who elects to defer Compensation under the Plan pursuant to the
procedures set forth in Section 3.
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2.14
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“Retirement” shall mean the date on
which a Director has a Separation from Service for any reason
whatsoever.
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2.15
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“Separation from Service” shall mean
a “separation from service with the service recipient”
within the meaning of Treasury Regulation section
1.409A-1(h)(2)(i), where the “service recipient” means
Barnes Group Inc. and all corporations and trades or businesses
with which Barnes Group Inc. would be considered a single employer
under Section 414(b) or Section 414(c) of the Code (as
determined in accordance with the first sentence of Treasury
Regulation section 1.409A-1(h)(3)).
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Section 3: Participation in
the Plan
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3.1
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On or before December 31 of
any calendar year, a Director may elect to defer all or a specified
percentage of the Compensation for services to be performed in the
succeeding calendar year that, but for such election, would be paid
in the succeeding calendar year or thereafter. Such election shall
be made by filing an election form with the Secretary of the
Company in substantially the form attached hereto as Exhibit A. Any
such election shall become irrevocable at 5:00 P.M. on
December 31 of the calendar year in which it is filed, with
respect to the Participant’s Compensation for services to be
performed in the succeeding calendar year. Any such election to
defer shall also apply to (and be irrevocable with respect to)
Compensation for services to be performed in succeeding calendar
years except for calendar years that follow the calendar year in
which the Participant files a new election in substantially the
form attached hereto as Exhibit A or a written revocation of the
election with the Secretary of the Company in accordance with the
Plan, which new election or written revocation becomes irrevocable
pursuant to this Section 3.1. Any such new election or written
revocation of an election (i) shall become irrevocable at 5:00
P.M. on December 31 of the calendar year in which it is filed,
with respect to Compensation for services to be performed in the
succeeding calendar year, and (ii) shall not apply to
Compensation for services performed in the calendar year in which
such new election or written revocation of an election
is
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3
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filed with the Secretary of the
Company or in any earlier calendar year or to any earnings on any
such Compensation. Any election referred to in this
Section 3.1 may be changed or revoked before it becomes
irrevocable. Any such written revocation of an election shall be
made by filing a notice with the Secretary of the Company in such
form as the Secretary may prescribe, and may itself be revoked by
the same means before it becomes irrevocable. Whether Compensation
is for services performed in a year shall be determined in
accordance with Treasury Regulation section 1.409A-2, including
without limitation Treasury Regulation section
1.409A-2(a)(13).
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3.2
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In the case of
the first year in which a Director becomes a member of the Board of
Directors, the Director may make an initial deferral election
within 30 days after the date the Director becomes a member of the
Board of Directors, with respect to Compensation to be paid for
services to be performed after the election. Such election shall be
made by filing an election form with the Secretary of the Company
in substantially the form attached hereto as Exhibit B. Any such
election shall become irrevocable on the date during such 30 day
period on which it is filed with the Secretary of the Company, with
respect to Compensation to be paid in the same calendar year or
thereafter for services to be performed in such calendar year and
after the election. At 5:00 P.M. on December 31 of such
calendar year and of each calendar year thereafter, such election
to defer shall also apply to (and become irrevocable with respect
to) Compensation for services to be performed in the succeeding
calendar year unless (a) on or before the December 31 in
question the Participant files a new election or a written
revocation of the election with the Secretary of the Company in
accordance with the Plan, and (b) such new election or written
revocation becomes irrevocable pursuant to the next sentence. Any
such new election or written revocation of an election
(i) shall become irrevocable at 5:00 P.M. on December 31
of the calendar year in which it is filed with the Secretary of the
Company, with respect to Compensation for services to be performed
in the succeeding calendar year, and (ii) shall not apply to
Compensation for services performed in the calendar year in which
such new election or written revocation of an election is filed
with the Secretary of the Company or in any earlier calendar year
or to any earnings on any such Compensation. Any such new election
shall be made by filing an election form with the Secretary of the
Company in substantially the form attached hereto as Exhibit A, and
may be changed or revoked before it becomes irrevocable in
accordance with the preceding sentence. Any such written revocation
of an election shall be made by filing a notice with the Secretary
of the Company in such form as the Secretary may prescribe, and may
itself be revoked by the same means before it becomes
irrevocable.
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3.3
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At the time a
Director elects to defer Compensation under the Plan, such Director
may elect that deferred Compensation be credited to either
(a) the Deferred Compensation Interest-Bearing Account,
(b) the Deferred Compensation Phantom Stock Account, or
(c) a
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