Exhibit 10.24
Form of
NON-QUALIFIED STOCK OPTION
AGREEMENT
For CEO
PURSUANT TO THE
BARNES GROUP INC.
STOCK AND INCENTIVE AWARD
PLAN
as amended effective
December 31, 2008
THIS DOCUMENT CONSTITUTES PART OF
A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933.
OPTION AGREEMENT executed in
duplicate as of February 13, 2008 (the “ Grant
Date ”), between Barnes Group Inc., a Delaware
corporation, (the “ Company ”) and
,
an employee of the Company or of one of its Subsidiaries (the
“ Optionee ”), as amended effective
December 31, 2008.
In accordance with the provisions of
the Barnes Group Inc. Stock and Incentive Award Plan as amended
through December 31, 2008 or such later date(s), if any, to
which the December 31, 2008 documentary compliance date set
forth in paragraph .01 of section 3 of IRS Notice 2006-79 as
modified by section 3.01(B)(1) of IRS Notice 2007-86 is extended,
but excluding any amendment of such Plan that would constitute a
modification or extension of an option within the meaning of
Treasury Regulation section 1.409A-1(b)(5)(v) (the “
Plan ”), and in fulfillment of the Company’s
obligations under Section 6.2(vii), Section 6.3 and
Section 6.4 of the Employment Agreement dated October 19,
2006 between the Company and the Optionee, as amended to date (the
“ Employment Agreement ”), 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
Option . Subject to the
terms and conditions of the Plan and this Agreement, the Company
hereby grants to the Optionee the option to purchase [# OF
OPTIONS GRANTED ] shares of Common Stock (the “
Option ”).
|
1
|
2.
|
Purchase
Price . The purchase
price of the shares of Common Stock covered by this Option shall be
$ per
share which is one hundred percent (100%) of the Fair Market
Value of the Common Stock on the Grant Date (the “
Purchase Price ”).
|
|
|
(a)
|
The Option
shall vest (i.e., become exercisable) at the rate of 33.3334% of
the shares covered by the Option on August 13, 2009 and
33.3333% of such shares on each of August 13, 2010 and
August 13, 2011. The number of shares with respect to which
the Option vests on any date shall be rounded to the nearest whole
Option; provided, that the aggregate number of shares with respect
to which the Option vests shall not exceed the number of shares set
forth in Section 1 hereof.
|
|
|
(b)
|
Subject to
Section 4 below and Section 7 of the Employment
Agreement, any portion of the Option which has not vested pursuant
to Section 3(a) before the date, if any, on which a Change of
Control as defined in Section 6.4 of the Employment Agreement
occurs shall vest on that date.
|
|
4.
|
Termination . The Option shall terminate 10 years after the
Grant Date of this Option (the “ Termination Date
”) unless it terminates earlier under the following
conditions:
|
|
|
(a)
|
If the
Optionee’s employment terminates for any reason other than
(i) death, (ii) Disability (as defined in
Section 4(b)(i) or 4(b)(ii)), or
(iii) “cause” (as hereinafter defined), that
portion of the Option which is exercisable as of the date of such
termination of employment shall terminate on the date of such
termination of employment (or one (1) year after such
termination of employment if the Optionee’s employment was
terminated by the Company and/or its Subsidiaries without
“cause”). That portion of the Option which has not yet
become exercisable as of the date of such termination of employment
shall be forfeited as of such date.
|
|
|
(b)
|
(i) If the
Optionee’s employment and the “Employment Term”
as defined in Section 1 of the Employment Agreement are
terminated by reason of the Optionee’s
“Disability” within the meaning of Section 5(d) of
the Employment Agreement, or (ii) if the Optionee’s
employment terminates as a result of death or Disability as
hereafter defined, that portion of the Option which has not yet
become exercisable shall become immediately exercisable as of the
date of such termination of employment and the Option shall
terminate one (1) year after the date of such termination of
employment. For purposes of this Agreement (other than clause
(i) of this Section 4(b) and Section 4(d)), “
Disability ” shall have the meaning set forth in the
Company’s long-term disability plan as in effect from time to
time (or, if that plan is not in effect at the time in question, as
it was last in effect).
|
2
|
|
(c)
|
Notwithstanding
the preceding paragraphs, if the Optionee’s employment is
terminated for “cause”, all of the outstanding Options
shall terminate on the date of such termination of employment. For
purposes of this Agreement, “ cause ” shall mean
(i) the willful and continued failure by the Optionee to
substantially perform the Optionee’s duties with the Company
(other than any such failure resulting from the Optionee’s
incapacity due to physical or mental illness) or (ii) the
willful engaging by the Optionee in conduct which is demonstrably
and materially injurious to the Company or its Subsidiaries,
monetarily or otherwise.
|
|
|
(d)
|
Notwithstanding
Section 4(a) and Section 4(c), if the Optionee’s
employment and the “Employment Term” are terminated by
the Company without “Cause” (except by reason of the
Optionee’s “Death” or “Disability”)
or by the Optionee for “Good Reason”, that portion of
the Option which is held by the Optionee as of the date his
employment terminates and has not yet become exercisable shall
become exercisable on the same basis as if the Optionee continued
as an employee through the expiration of the “Severance
Period”, and the Option shall terminate one (1) year and
one (1) day following the expiration of the “Severance
Period”. Any capitalized term that appears in quotation marks
in this Section 4(d) shall have the meaning ascribed thereto
in the Employment Agreement.
|
|
|
(f)
|
Notwithstanding
any other provision of this Agreement, no portion of the Option may
be exercised after the Termination Date.
|
|
5.
|
Method of
Exercising Option . This
Option shall be exercised in whole or in part by delivery of
written notice to the stock plan administrator of the Company (the
“ Administrator ”), in a form satisfactory to
the Administrator, specifying the number of shares which will be
purchased and the date on which the shares will be purchased (the
“ Purchase Date ”). The notice shall be
accompanied by full payment for the shares to be
purchased.
|
If the Optionee elects to pay the
Purchase Price in whole or in part through proceeds generated by
the sale of stock acquired under this Option through a broker under
a cashless exercise arrangement referred to in
Section 7(b)(iii) of the Plan and approved by the Committee,
that part of the Purchase Price to be paid with proceeds of such
sale may be paid pursuant to the arrangement approved by the
Committee.
Payment for shares being purchased
pursuant to the Option may be in whole or in part with shares of
Common Stock by either actual delivery of shares or by attestation,
provided that such shares have been owned by the Optionee for at
least six months or were acquired on the open market. The value of
the shares shall be their Fair Market Value on the Purchase Date.
Stock certificates representing any shares being actually delivered
as payment must be delivered to the Administrator on the Purchase
Date.
3
In connection with the exercise of
the Option, the Common Stock to be issued shall be credited to a
book entry account in the name of the Optionee. In lieu of
crediting such shares to a book entry account, at the election and
expense of the Optionee, stock certificates representing shares
purchased will be delivered to the Optionee as soon as
administratively practicable after the exercise of the
Option.
|
6.
|
Commitments
of the Optionee . In the
event of any breach by the Optionee of the terms of Section 8
of the Employment Agreement, then notwithstanding any other
provision of this Agreement or the Plan, the Option shall
immediately expire and shall not be exercisable after such breach.
Subject to Section 4(d), if the Optionee, at any time before
the Option terminates: (a) directly or indirectly, whether as
an owner, partner, shareholder, consultant, agent, employee,
investor or in any other capacity, accepts employment by, renders
services for or otherwise assists any other business which competes
with the business conducted by the Company or any of its
Subsidiaries in which the Optionee has worked during the
Optionee’s last two years with the Company or any of its
Subsidiaries; (b) directly or indirectly, hires or solicits or
arranges for the hiring or solicitation of any employee of the
Company or any of its Subsidiaries, or encourages any such employee
to leave such employment; (c) uses, discloses, misappropriates
or transfers confidential or proprietary information concerning the
Company or any of its Subsidiaries (except as required by the
Optionee’s work responsibilities with the Company or any of
its Subsidiaries); or (d) is convicted of a crime against the
Company or any of its Subsidiaries; or (e) engages in any
activity in violation of the policies of the Company or any of its
Subsidiaries, including without limitation the Company’s Code
of Business Ethics and Conduct, or, at any time, engages in conduct
adverse to the best interests of the Company or any of its
Subsidiaries; then should any of the foregoing events occur, the
Option shall be canceled, unless the Committee, in its sole
discretion, elects not to cancel such Option. The obligations in
this Section 6 are in addition to any other agreements related
to non-competition, non-solicitation and preservation of Company
confidential and proprietary information entered into between the
Optionee and the Company, and nothing herein is intended to waive,
modify, alter or amend the terms of any such other
agreement.
|
|
7.
|
Non-Transferability . This Option shall not be transferable by the
Optionee otherwise than to a Beneficiary, and during the lifetime
of the Optionee, this Option may be exercised only by the
Optionee.
|
|
8.
|
Withholding
of Taxes . The Committee
may cause to be made, as a condition precedent to any payment or
transfer of stock hereunder, appropriate arrangements for the
withholding of any Federal, state or local taxes. The Company shall
accept whole shares of Stock of equivalent Fair Market Value in
payment of the Company’s minimum statutory withholding tax
obligations if the Optionee elects to make payment in such
manner.
|
4
|
9.
|
No Implied
Promises . By accepting
the Option and executing this Agreement, the Optionee recognizes
and agrees that the Company and its Subsidiaries, and each of their
officers, directors, agents and employees, including but not
limited to the Board of Directors of the Company and the Committee,
in their oversight or conduct of the business and affairs of the
Company and i
|
|
