Exhibit
10.22
INCENTIVE COMPENSATION
REIMBURSEMENT AGREEMENT
AGREEMENT between Christopher J. Stephens, Jr. (the
“Executive”) and Barnes Group Inc. (the
“Company”) effective as of January 12,
2009.
WHEREAS , the Company may from time to time grant to the
Executive incentive compensation awards, pursuant to which, among
other things, amounts payable shall be dependent upon the
achievement of one or more specified financial targets, and in
consideration of the Company making such awards to the Executive,
the Executive has agreed to enter into this Agreement.
NOW, THEREFORE
, in consideration of the mutual
covenants contained herein, the parties hereto agree as
follows:
1. Reimbursement Obligation .
The Executive agrees and acknowledges that, notwithstanding
anything else contained in any compensatory plan, agreement,
program, policy or arrangement, the Executive shall be responsible
for reimbursing the Company for some or all of any amounts paid or
received (or to be paid or received) in respect of any annual
incentive compensation or any long-term incentive compensation
awarded to the Executive after January 1, 2009, whether
awarded before or after termination of employment, if
(i) payment of such compensation was contingent, in whole or
in part, upon the achievement of one or more specified financial
targets, and (ii) the Company implements a Mandatory
Restatement (as defined in Section 3(a) below). For the
avoidance of doubt, this Agreement shall not relate to the gain
recognized on any stock option, the compensation received in
respect of any restricted stock or restricted stock unit grant, or
any other variety of equity-based compensation that has a vesting
schedule based on the passage of time and the continued performance
of services, and not on the achievement of any performance
objectives. Similarly, this Agreement shall not apply to any award
that has or had alternative vesting criteria unrelated to the
performance objective affected by the Mandatory Restatement (an
“Alternative Vesting Award”) that have otherwise been
satisfied at the time of the Mandatory Restatement.
2. Amount of Required
Reimbursement . The amount which the Executive shall be
obligated to reimburse the Company shall be the amount, if any, by
which the compensation paid or received (or to be paid or received)
exceeds the amount that would have been paid or received based on
the financial results reported in the restated financial
statements, in each case as determined in good faith by the
Compensation and Management Development Committee (the
“Compensation Committee”) of the Company’s Board
of Directors (the “Board”), as constituted at the time
of the relevant action; provided, however, that (i) no
repayment will be payable in respect of an Alternative Vesting
Award where the alternative vesting criteria have not yet been, but
can still be, satisfied and the Compensation Committee has
determined in good faith that the likelihood that such criteria
will be satisfied is not immaterial; provided that the amount that
would otherwise have been repaid to the Company in respect of any
portion of such Alternative Vesting Award that does not become
vested based on such alternative vesting criteria shall be due and
payable promptly after the opportunity to satisfy the alternative
vesting criteria has expired; (ii) the amount that the
Executive shall be required to reimburse the Company from
previously received compensation shall be reduced by the Net Tax
Cost (as defined in Section
1
3(b) below). to the Executive of such
compensation and (iii) to the extent that the price of the
Company’s common stock is or was a component of the
performance objectives upon which the compensation was payable, the
value of the stock taken into account for purposes of
re-determining the level of achievement based on the restated
financial results will be determined by reducing the reported stock
prices during each accounting year affected by the Mandatory
Restatement by an amount per share equal to the product of
(A) the average weekly earnings per share multiples at which
the Company’s common stock traded for the 52 week period for
such accounting year multiplied by (B) the amount by which
earnings per share for such accounting year was reduced as a result
of the Mandatory Restatement. If the Executive concludes that the
amount to be repaid to the Company in accordance with subclause
(iii) of the immediately preceding sentence is excessive and
inequitable, he may petition the Compensation Committee to review
that determination. If the Compensation Committee agrees with the
Executive’s conclusion, it shall, in its sole discretion,
specify an amount to be repaid to the Company that it concludes is
equitable and appropriate under the circumstances. If the
Compensation Committee does not agree that the formula produces a
result that is excessive and inequitable, no adjustment shall be
made in the amount to be repaid to the Company. The determinations,
conclusions and other actions of the Compensation Committee in
accordance with the two immediately preceding sentences shall be
final, binding and conclusive on the Company and the Executive, and
all persons claiming an interest through either such
party.
3. Certain Definitions
.
(a) A “Mandatory
Restatement” shall mean a restatement of the Company’s
financial statements for 2009 or any year thereafter which, in the
good faith opinion of the Company’s Independent Registered
Public Accounting Firm, is required to be implemented pursuant to
generally accepted accounting principles, but exclud
