Exhibit 10.1
BARNES GROUP INC.
MANAGEMENT INCENTIVE
COMPENSATION PLAN
(as amended on October 22, 2008, effective
with respect to awards for 2008)
SECTION 1.
PURPOSE
The Management Incentive
Compensation Plan (the “MICP”) is designed to provide
incentive compensation opportunities to persons in key positions
who contribute importantly to the success of Barnes Group Inc. (the
“Company”).
SECTION 2.
ADMINISTRATION
The MICP shall be administered by
the Compensation Committee of the Board of Directors of the
Company, or its successor (the “Committee”) unless
otherwise provided herein. Amounts paid or projected to be paid
under the MICP are referred to herein as
“Awards.”
SECTION 3.
DEFINITIONS
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3.1
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“Award
Period” shall mean the period of time within which
Performance is measured for the purpose of determining whether an
Award has been earned.
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3.2
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“Business
Unit” shall mean a cost center, profit center or
international subsidiary within a Group.
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3.3
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“Business
Unit Fund” shall mean an amount equal to the sum, in the
aggregate, of the Individual Targets earned by all of the MICP
participants in a Business Unit.
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3.4
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“CEO” shall mean the President and
Chief Executive Officer of the Company.
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3.5
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“Company
Officer” shall mean an executive officer of the Company
elected by its Board of Directors.
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3.6
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“Fund” shall mean an amount equal to
the sum, in the aggregate, of the Individual Targets earned by all
of the MICP participants in a Group.
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3.7
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“Group” shall mean the Executive
Office, Barnes Industrial, Barnes Distribution, or Barnes
Aerospace.
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1
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3.8
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“Group
President” shall mean the president of Barnes Industrial,
Barnes Distribution, or Barnes Aerospace.
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3.9
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“Individual Target” shall mean the
percentage of salary for each individual participating in the MICP.
The Committee will establish the Individual Target for each MICP
participant, by position title, salary grade, or other category
before or during the Award Period.
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3.10
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“Maximum” shall mean a Performance
level at or above which the amount paid or projected to be paid for
an Award Period is equal to 300% of the Fund for the corresponding
Group.
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3.11
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“Performance” shall mean the
performance objectives established by the Committee in advance,
with respect to each Group or Business Unit, as the case may be,
for an Award Period, for the purpose of determining whether, and to
what extent, an Award has been earned by the Group or Business Unit
for an Award Period. Performance may be adjusted by the Committee
to include or exclude extraordinary and non-recurring items or
other factors.
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3.12
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“Target” shall mean a Performance
level at which the amount paid or projected to be paid for an Award
Period is equal to 100% of the Fund for the corresponding
Group.
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3.13
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“Threshold” shall mean a Performance
level at or above which an Award is earned for an Award Period. For
Threshold Performance, the amount paid or projected to be paid for
an Award Period is equal to 25% of the Fund for the corresponding
Group.
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SECTION 4. GROUP
FUNDS
If an Award Period is a calendar
year, prior to March 1, the Committee shall establish the
Threshold, Target and Maximum for each Group. The Committee may
also designate one or more intermediate levels of Performance
between the Threshold and the Target, and the Target and the
Maximum, for a Group, and the percentage of the corresponding Fund
that will be available for payment as an Award if Performance
equals such intermediate level.
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SECTION 5. BUSINESS UNIT
FUNDS
If an Award Period is a calendar
year, prior to May 1, the CEO shall desig
