Exhibit 10.8
PERFORMANCE SHARE AWARD
AGREEMENT
PURSUANT TO THE BARNES GROUP
INC.
STOCK AND INCENTIVE AWARD
PLAN
THIS DOCUMENT CONSTITUTES PART OF
A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933.
PERFORMANCE SHARE AWARD AGREEMENT
executed in duplicate as of February 16, 2005 (the “
Grant Date ”), between Barnes Group Inc., a Delaware
corporation (the “ Company ”), and
, an employee of the Company (the “ Holder
”).
In accordance with the provisions of
the Barnes Group Inc. Stock and Incentive Award Plan (the “
Plan ”), the Compensation and Management Development
Committee of the Company’s Board of Directors (the “
Committee ”) has authorized the execution of this
Agreement. Capitalized terms used in this Agreement and not
otherwise defined herein shall have the same meaning as provided
for in the Plan.
NOW, THEREFORE, in consideration of
the mutual covenants hereinafter set forth and for other good and
valuable consideration, the parties hereto agree as
follows:
|
1.
|
Grant of
Performance Share Award .
Subject to the terms and conditions of the Plan and this Agreement,
the Company hereby awards to the Holder
performance share awards for the performance period commencing on
January 1, 2005 and ending on December 31, 2007 (the “
Performance Share Awards ” or, collectively, the
“ Award ”). The Award entitles the Holder to
receive, without payment to the Company, shares of Common Stock
equal to the number of Performance Share Awards that are deemed
earned in the future pursuant to Section 2, Section 4(b) or Section
6 hereof, if any; provided, however, that, except as provided
otherwise in Section 4(b), the Holder must be an employee of the
Company on the future date as of which the Performance Share Awards
are deemed earned to receive such shares. Except in the event of a
Change in Control as provided in Section 4(b) and Section 6, no
Performance Share Awards will be deemed earned pursuant to this
Agreement, nor will the Holder be entitled to receive any shares of
Common Stock under this Agreement, unless the applicable Minimum
Performance Goal set forth in Section 2 is attained or exceeded for
one or more of the Performance Years in the Award Period (as such
terms are defined in Section 2). In no event shall the Award
entitle the Holder to receive more than
shares of Common Stock, unless the excess is attributable solely to
an adjustment pursuant to Section 7.
|
Page 1 of 10
|
|
(a)
|
The maximum
number of Performance Share Awards that may be earned pursuant to
this Agreement is
1
Performance Share
Awards for the Company’s 2005 fiscal year,
1
Performance Share
Awards for the Company’s 2006 fiscal year, and
1
Performance Share
Awards for the Company’s 2007 fiscal year (such three fiscal
years being hereafter referred to, collectively, as the “
Award Period ”, and each, individually, as a “
Performance Year ”). Subject to the other provisions
of this Section 2 (including but not limited to Section 2(c) below)
and this Agreement, (i) no Performance Share Awards may be earned
for a Performance Year unless the Company’s consolidated
basic earnings per share as determined in accordance with Section
6(b) of the Plan (“ EPS ”) for that Performance
Year equal or exceed $1.57, in the case of Performance Year 2005,
or $1.45, in the case of each of the other Performance Years (the
“ Minimum Performance Goal ”); (ii) all of the
Performance Share Awards that may be earned for a Performance Year
will be earned if the Company’s EPS for that Performance Year
equal or exceed $1.85, in the case of Performance Year 2005, or
$1.70, in the case of each of the other Performance Years (the
“ Maximum Performance Goal ”); and (iii) the
number of Performance Share Awards that will be earned for a
Performance Year will be calculated by multiplying the maximum
number of Performance Share Awards that may be earned in such
Performance Year as stated above in this Section 2(a) by the
performance factor corresponding to the EPS attained in that
Performance Year in the applicable table below.
|
Table for Performance Year 2005:
|
|
|
|
|
|
|
|
EPS
|
|
Performance
Factor
|
|
|
Performance Factor x
1 =
# Performance Share Awards Earned*
|
|
|
|
100
|
%
|
|
______
|
|
|
|
75
|
%
|
|
______
|
|
|
|
50
|
%
|
|
______
|
|
|
|
-0-
|
|
|
-0-
|
|
1
|
[Insert one-third of the total
number of Performance Share Awards rounded, in the case of a
fractional PSA, to the nearest whole number or, if fewer, to the
number of PSAs that remain.]
|
|
2
|
Number of Performance Share Awards
Earned is rounded, in the case of a fraction, to the nearest whole
number or, if fewer, the maximum number of Performance Share Awards
that may be earned in the Performance Year in question.
|
Page 2 of 10
Table for Performance Year 2006:
|
|
|
|
|
|
|
|
|
EPS
|
|
Performance
Factor
|
|
|
Performance Factor x
1 =
# Performance Share Awards
Earned*
|
|
|
|
|
100
|
%
|
|
*
|
*
|
|
|
|
75
|
%
|
|
*
|
*
|
|
|
|
50
|
%
|
|
*
|
*
|
|
|
|
-0-
|
|
|
-0-
|
|
Table for Performance Year 2007:
|
|
|
|
|
|
|
|
|
EPS
|
|
Performance
Factor
|
|
|
Performance Factor x
1 =
# Performance Share Awards Earned*
|
|
|
|
|
100
|
%
|
|
*
|
*
|
|
|
|
75
|
%
|
|
*
|
*
|
|
|
|
50
|
%
|
|
*
|
*
|
|
|
|
-0-
|
|
|
-0-
|
|
Not later than ninety (90) days
after the commencement of the Award Period, and notwithstanding the
foregoing provisions of this Section 2(a), the Committee may change
any or all of the foregoing EPS goals and/or performance factors
and/or the calculation of EPS in its discretion. Any such change
shall be established in writing by the Committee (within the
meaning of Treasury Regulation section
1.162-27(e)(2)(i)).
|
|
(b)
|
More than
ninety (90) days after the commencement of the Award Period, and
notwithstanding the provisions of Section 2(a) above, the Committee
may in its discretion, concurrently with its determination of
Executive Office Group Performance objectives for a Performance
Year under the Company’s Performance-Linked Bonus Plan for
Selected Executive Officers or any successor thereto, reduce the
number of Performance Share Awards that will be earned in the event
the Minimum Performance Goal, the Maximum Performance Goal or any
particular level of EPS between the Minimum Performance Goal and
the Maximum Performance Goal is attained in such Performance Year.
The Committee may effectuate such reduction directly (e.g., by
reducing the performance factor and thus the number of Performance
Share Awards that will be earned at the levels of
|
|
*
|
Number of
Performance Share Awards Earned is rounded, in the case of a
fraction, to the nearest whole number or, if fewer, the maximum
number of Performance Share Awards that may be earned in the
Performance Year in question.
|
|
**
|
Subject to
reduction in the discretion of the Committee, as provided below in
Section 2(b).
|
Page 3 of 10
EPS shown in the applicable
foregoing table) or indirectly (e.g., by increasing the Maximum
Performance Goal, the Minimum Performance Goal and/or any other
level of EPS at which a given number of Performance Share Awards
will be earned in accordance with the applicable foregoing table).
In no event may the Committee, directly or indirectly, increase the
number of Performance Share Awards that will be earned in the event
the Minimum Performance Goal, the Maximum Performance Goal or any
particular level of EPS between the Minimum Performance Goal and
the Maximum Performance Goal is attained.
|
|
(c)
|
Any provision
of Section 2(a) or 2(b) to the contrary notwithstanding,
Performance Share Awards that may be earned for any Performance
Year pursuant to this Section 2 shall not be deemed earned (i)
until December 31 of such Performance Year, and (ii) unless the
Holder is employed by the Company on December 31 of such
Performance Year.
|
|
3.
|
Delivery of
Shares . A share of
Common Stock shall be delivered to the Holder in payment of each
Performance Share Award that is deemed earned pursuant to Section 2
above or Section 4(b) below. Such delivery shall occur as of the
first day of March (and in no event shall occur later than the
15 th day of March) immediately following
the date as of which such Performance Share Award is deemed earned;
provided, however, that if a Change in Control occurs after the
date on which such Performance Share Award is deemed earned and
prior to the first day of March that immediately follows such date,
or if such Performance Share Award is deemed earned at the time of
a Change in Control pursuant to Section 4(b) below, such share
shall be delivered as of the date of such Change in Control. Any
provision of this Agreement to the contrary notwithstanding, in no
event, except a Change in Control as a result of which Performance
Share Awards are deemed earned pursuant to Section 4(b) or Section
6 hereof, shall any shares be delivered in payment of Performance
Share Awards unless and until the Committee certifies in writing
that the performance goals and any other material terms (within the
meaning of Treasury Regulation section 1.162-27(e)(5)) were in fact
satisfied with respect to such Performance Share Awards.
|
The shares of Common Stock delivered
under this Agreement will be duly authorized, validly issued, fully
paid and non-assessable. The shares to be delivered shall be
credited to a book entry account with the Company’s transfer
agent in the name of the Holder. At the election of the Holder,
stock certificates representing such shares will be delivered to
the Holder as soon as practicable after the Company’s receipt
of the Holder’s election.
|
|
(a)
|
If the Holder’s employment
terminates before December 31 of any Performance Year other than by
reason of the Holder’s death or “Disability”,
then the Award shall terminate with respect to all of
the
|
Page 4 of 10
|
|
Performance Share Awards
th
|
|
