BARNES GROUP INC (Form: S-8, Received: 05/09/2023 06:04:45)

As filed with the Securities and Exchange Commission on May 8, 2023

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BARNES GROUP INC.
(Exact name of Registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization) 123 Main Street Bristol, Connecticut (Address of Principal Executive Offices)			06-0247840 (I.R.S. Employer Identification No.) 06010 (Zip Code)

2023 Barnes Group Inc. Stock and Incentive Award Plan
(Full title of the plan)

Jay B. Knoll
Senior Vice President, General Counsel and Secretary
Barnes Group Inc.
123 Main Street
Bristol, Connecticut 06010
(Name and address of agent for service)

(860) 583-7070
(Telephone number, including area code, of agent for service)

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer □

Non-accelerated filer □ Smaller reporting company □

Emerging growth company □


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. □

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in "Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information" of Form S-8 (plan information and registrant information and employee plan annual information) will be sent or given to participants in the plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents need not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by Barnes Group Inc. (the “Registrant” or the “Company”) with the Commission are incorporated by reference into this registration statement (other than information furnished and not filed, including under Item 2.02 or 7.01, in Current Reports on Form 8-K):

(1)The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission on February 21, 2023;

(2)The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the Commission on April 28, 2023;

(3)The Registrant’s Current Reports on Form 8-K filed with the Commission on February 13, 2023, February 17, 2023, April 21, 2023, April 27, 2023 and May 8, 2023 (other than information in such Current Reports deemed to have been furnished and not filed in accordance with the rules of the Commission); and

(4)The description of the Registrant’s shares of common stock, par value $0.01 per share (“Common Stock”), contained in the Registrant’s Registration Statement on Form 10 filed with the Commission on August 21, 1963, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any amendment or report filed with the Commission for purposes of updating such description.

All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this registration statement that indicates that all of the shares of Common Stock offered have been sold or that deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of the filing of such reports and documents. Unless expressly incorporated into this registration statement, a report furnished but not filed on Form 8-K shall not be incorporated by reference into this registration statement to the extent furnished but not filed.

Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein (or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The following summary is qualified in its entirety by reference to the complete text of any statutes referred to below and the restated certificate of incorporation and the amended and restated bylaws of the Registrant. Article IV of the Registrant’s Amended and Restated By-Laws states that the Registrant shall indemnify and hold harmless its directors and officers to the fullest extent permitted by the laws of the State of Delaware. The Registrant has also entered into an indemnification agreement with each of its directors and executive officers. Such agreement provides that the Registrant shall indemnify, and advance expenses, to the indemnified person to the fullest extent permitted by applicable law in effect on the date of such agreement and to such greater extent as thereafter permitted by law. The agreement is governed by Delaware law. Such rights to indemnification and expense advancement are provided when the indemnified person is, or is threatened to be made, a party to certain proceedings or is a witness in such proceedings because of his or her role as a director or officer of the Registrant. The indemnification agreement remains in effect for 10 years after the indemnified person ceases to be an officer or director of the Registrant, or until final termination of all proceedings in which he or she is protected under the agreement, whichever is later.

Section 145 of the Delaware General Corporation Law provides, in general, for the indemnification of any director or officer who was, is, or is threatened to be made a party in any action, suit or proceeding (other than an action by or in the right of the Registrant). In general, each director and officer is indemnified against losses by reason of his or her being an officer or director of the Registrant provided that he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The directors and officers of the Registrant are covered by a policy of insurance under which they are insured, within limits and subject to certain limitations, against certain expenses in connection with the defense of actions, suits or proceedings, and certain liabilities which might be imposed as a result of such actions, suits or proceedings, in which they are parties by reason of being or having been directors or officers, including actions, suits or proceedings arising out of any actual or alleged error, misstatement, misleading statement, act or omission, or neglect or breach of duty. The Registrant is similarly insured, under such policy, with respect to certain payments it might be required to make to its directors or officers in accordance with applicable law and its By-Law provisions relating to indemnification.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, except for liability (i) for any breach of a director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) for improper payment of dividends, stock purchases or redemptions of shares, or (iv) for any transaction from which the director derives an improper personal benefit. The Registrant’s Restated Certificate of Incorporation includes such a provision.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit No. Description


4.1.			Restated Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 3.1 to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, filed with the Commission on July 30, 2013).
4.2.			Amended and Restated By-Laws of Registrant (incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K, filed with the Commission on July 29, 2016).
5.1.			Opinion of Herrick, Feinstein LLP.
10.1.			Form of Barnes Group Inc. Stock and Incentive Award Plan Stock Option Summary of Grant and Stock Option Agreement for Employees in Grade 21 and up, dated as of May 5, 2023.


10.2.			Form of Barnes Group Inc. Stock and Incentive Award Plan Performance Share Award Summary of Grant and Performance Share Award Agreement for Officers and Other Individuals as Designated by the Compensation and Management Development Committee, dated as of May 5, 2023.
10.3.			Form of Barnes Group Inc. Stock and Incentive Award Plan Restricted Stock Unit Summary of Grant and Restricted Stock Unit Agreement for Employees, dated as of May 5, 2023.
10.4.			Form of Barnes Group Inc. Stock and Incentive Award Plan Restricted Stock Unit Summary of Grant and Restricted Stock Unit Agreement for Directors, dated as of May 5, 2023.
23.1.			Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.2.			Consent of Herrick, Feinstein LLP (included in Exhibit 5.1 filed herewith).
24.1.			Powers of Attorney (included on signature pages hereto).
99.1.			2023 Barnes Group Inc. Stock and Incentive Award Plan (incorporated by reference to Annex A to Registrant’s Proxy Statement on Schedule 14A, filed with the Commission on March 24, 2023).
107			Filing Fee Table

Item 9. Undertakings.

The undersigned Registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration

statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that Paragraphs (1)(i) and (1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bristol, State of Connecticut on May 8, 2023.

BARNES GROUP INC.

(Registrant)

By: /S/ Jay B. Knoll
Jay B. Knoll
Senior Vice President, General Counsel and Secretary

POWER OF ATTORNEY

That the undersigned officers and directors of Barnes Group Inc., a Delaware corporation, do hereby constitute and appoint Julie K. Streich, Senior Vice President, Finance and Chief Financial Officer and Jay B. Knoll, Senior Vice President, General Counsel and Secretary, or any one of them, the lawful attorney-in-fact and agent, each with full power and authority to do any and all acts and things and to execute any and all instruments which said attorney and agent determines may be necessary or advisable or required to enable said corporation to comply with the Securities Act, and any rules or regulation or requirements of the Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated below.

Signature

Title

Date

/S/ Thomas J. Hook

Thomas J. Hook

President and Chief Executive Officer (Principal Executive Officer),
and Director

May 8, 2023

/S/ Julie K. Streich

Julie K. Streich

Senior Vice President, Finance
Chief Financial Officer
(Principal Financial Officer)

May 8, 2023

/S/ Marian Acker

Marian Acker

Vice President, Controller
(Principal Accounting Officer)

May 8, 2023

/S/ Thomas O. Barnes

Thomas O. Barnes

Director

May 8, 2023

/S/ Elijah K. Barnes

Elijah K. Barnes

Director

May 8, 2023

/S/ Jakki L. Haussler

Jakki L. Haussler

Director

May 8, 2023

/S/ Richard J. Hipple

Richard J. Hipple

Director

May 8, 2023

/S/ Daphne E. Jones

Daphne E. Jones

Director

May 8, 2023

/S/ Neal J. Keating

Neal J. Keating

Director

May 8, 2023

/S/ Mylle H. Mangum

Mylle H. Mangum

Director

May 8, 2023

/S/ Hans-Peter Manner

Hans-Peter Manner

Director

May 8, 2023

/S/ Anthony V. Nicolosi

Anthony V. Nicolosi

Director

May 8, 2023

/S/ Joanna L. Sohovich

Joanna L. Sohovich

Director

May 8, 2023

EXHIBIT 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Barnes Group Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1- Newly Registered Securities

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered(1)

Proposed Maximum Offering Price Per Unit(3)

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Equity

Common stock, $0.01 par value per share

Rule 457(c) and Rule 457(h)

3,713,771 (2)

$41.13

$152,747,401

0.00011020

$16,832.76

Total Offering Amounts

$152,747,401

$16,832.76

Total Fee Offsets

Net Fee Due

$16,832.76

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (“Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant’s common stock.

(2) Represents the number of shares of the Registrant’s common stock reserved for issuance under the 2023 Barnes Group Inc. Stock and Incentive Award Plan.

(3) Estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on May 4, 2023.

EXHIBIT 5.1

May 8, 2023

VIA ELECTRONIC MAIL

Barnes Group Inc.

123 Main Street

Bristol, CT 06010

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection with the filing by Barnes Group Inc., a Delaware corporation (the “Company”), of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with the U.S. Securities and Exchange Commission (the “Commission”), covering 3,713,771 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), which may be issued pursuant to the 2023 Barnes Group Inc. Stock and Incentive Award Plan (the “Plan”).

This opinion (this “Opinion”) is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

In connection with this Opinion, we have reviewed and relied upon the Registration Statement, the Company’s Restated Certificate of Incorporation, as in effect on the date hereof, the Company’s Amended and Restated Bylaws, as in effect on the date hereof, the proceedings taken by the Company with respect to the authorization and adoption of the Plan, resolutions adopted by the board of directors of the Company, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this Opinion.

With respect to the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original of all documents submitted to us as certified or reproduced copies. We have also assumed that the Shares will be uncertificated in accordance with Section 158 of the Delaware General Corporation Law, and the transfer agent therefor will register the purchaser thereof as the registered owner of any uncertificated Shares on its stock transfer books and records. We have further assumed that (a) shares of Common Stock currently reserved for issuance under the Plan will remain available for the issuance of the Shares, and (b) neither the Company’s charter documents nor any of the proceedings relating to either the Plan or any of the award agreements relating to the Shares will be rescinded, amended or otherwise modified prior to the issuance of the Shares. We have also obtained from public officials and officers of the Company certificates or comparable documents as to certain factual matters and, insofar as this Opinion is based on matters of fact, we have relied on such certificates and comparable documents without independent investigation. We have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.

HERRICK, FEINSTEIN LLP ● Two Park Avenue ● New York, NY 10016 ● Phone: 212.592.1400

Barnes Group, Inc. May 8, 2023

Page 2

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold in the manner referred to in the Plan and against proper payment and consideration thereof and pursuant to the agreements that accompany the Plan, will be legally and validly issued, fully paid and nonassessable.

We consent to the filing of this Opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

We express no opinion as to matters governed by any laws other than the Delaware General Corporation Law and reported decisions of the Delaware courts interpreting such law.

This Opinion is rendered as of the date first written above, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Shares, the Plan, the award agreements related to the Shares, or the Registration Statement.

Respectfully Submitted,

/s/ Herrick, Feinstein LLP

HERRICK, FEINSTEIN LLP

EXHIBIT 10.1

BARNES GROUP INC.

2023 STOCK AND INCENTIVE AWARD PLAN

STOCK OPTION SUMMARY OF GRANT

For Employees in Grade 21 and Up

Barnes Group Inc., a Delaware corporation (the “Company”), under the 2023 Barnes Group Inc. Stock and Incentive Award Plan, as may be amended from time to time (the “Plan”), hereby grants to the individual named below (“You” or “Grantee”) this Option (the “Grant”) to purchase the number of shares of Common Stock set forth below (the “Shares”). The Grant is subject to this Stock Option Summary of Grant (this “Summary of Grant”), and the Stock Option Agreement attached as Exhibit A (the “Stock Option Agreement”) and the Plan, both of which are incorporated herein by reference and made part hereof. Unless otherwise defined, capitalized terms used in this Summary of Grant and the Stock Option Agreement have the meanings set forth in the Plan.


Grantee:	[___________________]
Grant Date:	[___________________]
Expiration Date:	[___________________]

Number of Shares and Vesting Schedule:	[________] Shares. The Shares will vest as to [X/X] on the [XX-month, XX-month and XX-month] anniversaries of the Grant Date, as follows:
	No. of Shares	Vesting Date
	Unless provided otherwise in the Stock Option Agreement, the Option will vest in accordance with the foregoing vesting schedule if You remain in continued employment with the Company through the applicable vesting date.

Purchase Price per Share:	$xx.xx, which is 100% of the Fair Market Value of a Share on the Grant Date (the “Purchase Price”)

Type of Grant:	___ Incentive Stock Option X Non-Statutory Stock Option (also referred to as a Non-Qualified Stock Option)

Grant Acceptance:

You agree to be bound by the Plan, the Stock Option Agreement and this Summary of Grant by electronically acknowledging and accepting the Grant following the date of the Company’s electronic or other written notification to You of the Grant. You accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan, this Summary of Grant or the Stock Option Agreement. In no event do You acquire any rights to the Grant unless You electronically accept, no later than 60 days after the Grant Date, this Summary of Grant and the attached Stock Option Agreement.

You acknowledge that the Plan prospectus is available as part of the online grant package with E*TRADE, and that paper copies of the Plan and the Plan prospectus are available upon request by contacting Stockholder Relations, 860-973-2106.

EXHIBIT A

STOCK OPTION AGREEMENT
NON-QUALIFIED STOCK OPTION

Under the provisions of the 2023 Barnes Group Inc. Stock and Incentive Award Plan, as may be amended from time to time, (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 will have the same meaning as provided for in the Plan or Summary of Grant, as applicable.

NOW, THEREFORE, in consideration of the agreements of each, and for other good and valuable consideration, the parties agree as follows:

1.Definitions.

(a)“Cause” means (i) Your willful and continued failure to substantially perform Your duties with the Company (other than any such failure resulting from the Your incapacity due to physical or mental illness) or (ii) Your willful engaging in conduct which is demonstrably and materially injurious to the Company or its Subsidiaries, monetarily or otherwise.

(b)“Disability” means “disability” as defined 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).

(c)“Retirement” means a Separation of Service initiated by You on or after Retirement Age under circumstances that do not constitute Cause.

(d)“Retirement Age” means age 55 or later with a minimum of 10 full years of service with the Company and/or its Subsidiaries.

(e)“Separation from Service” means a “separation from service with the employer” within the meaning of Treasury Regulation Section 1.409A-1(h), where the “employer” means the Company and all corporations and trades or businesses with which the Company 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)).

2.Exercise. Except as provided below, the Grant will vest on the Vesting Dates shown opposite the heading “Vesting Dates” on page 1 of the Stock Option Summary of Grant but only if you have been actively and continuously employed with the Company from the Grant Date to the Vesting Date. To the extent vested, you may exercise the Options under this Grant, in whole or in part, at the time or times as permitted by the Plan and this Grant Agreement if the Options have not otherwise expired, been forfeited or terminated.

3.Termination of Grant. The Grant terminates on the Expiration Date unless it terminates earlier under one of the following conditions:

(a)Voluntary Termination. If You have a Separation from Service for any reason other than (i) death, (ii) Disability, or (iii) Retirement (to the extent set forth in (e) below), that portion of the Grant which is exercisable as of the date of such Separation from Service will terminate on the date of such Separation from Service. That portion of the Grant which has not yet become exercisable as of the date of such Separation from Service will be forfeited as of such date.

(b)Involuntary Termination. If You have a Separation from Service initiated by the Company and/or its Subsidiaries without Cause, that portion of the Grant which is exercisable as of the date of such Separation from Service will terminate 1 year after such Separation from Service. That portion of the Grant which has not yet become exercisable as of the date of such Separation from Service will be forfeited as of such date.

(c)Death. If You have a Separation from Service on account of Your death, that portion of the Grant that will be deemed to have become exercisable as of the date of such Separation from Service will be equal to the sum of the respective pro rata portion(s) of any then-unvested tranche(s) calculated as follows: with respect to any then-unvested tranche, (i) multiply the total number of Options under that tranche by (ii) the total number of days worked from the Grant Date through the date of such Separation from Service, and (iii) divide the result by the total number of days from the Grant Date through the vesting date of that tranche. That portion of the Grant which is not exercisable as of immediately following the effect of the previous sentence will be forfeited as of such date. The Option will terminate 1 year after the date of Your Separation from Service.

(d)Disability. If You have a Separation from Service as a result of Disability, the Grant will continue to vest for so long as You continue to qualify as having such Disability. That portion of the Grant which does not become exercisable pursuant to the foregoing sentence will be forfeited as of such change in status. If prior to the Expiration Date, the Option will terminate 1 year after the date that You no longer classify as having such Disability.

(e)Retirement. If You have a Separation from Service on account of Your Retirement, that portion of the Grant that will be deemed to have become exercisable as of the date of such Separation from Service will be equal to the sum of the respective pro rata portion(s) of any then-unvested tranche(s) calculated as follows: with respect to any then-unvested tranche, (i) multiply the total number of Options under that tranche by (ii) the total number of days worked from the Grant Date through the date of such Separation from Service, and (iii) divide the result by the total number of days from the Grant Date through the vesting date of that tranche. That portion of the Grant which is not exercisable as of immediately following the effect of the previous sentence will be forfeited as of such date. The Option will terminate 5 years after the date of Retirement.

(f)For Cause. Notwithstanding the preceding subsections, if You have a Separation from Service for Cause (even if such termination would otherwise qualify as Retirement), all of the outstanding Grants will terminate on the date of such Separation from Service.

(g)Change in Control. (A) If this Agreement is not assumed by the Successor Corporation and You did not have a Separation from Service before the date on which a Change in Control occurs, then the unvested portion of Your Grant will fully accelerate immediately prior to the effective date of the Change in Control, or (B) If this Agreement is assumed by the Successor Corporation and You are terminated by the Company or the Successor Corporation without Cause within 90 days prior to the Change in Control or within 18 months following the Change in Control, then the unvested portion of Your Grant will fully accelerate immediately prior to Your Separation from Service. The Option will terminate upon the earlier of the Expiration Date or 2 years after the date of Your Separation from Service.

(h)Miscellaneous. Notwithstanding any other provision of this Agreement, no portion of the Grant may be exercised after the Expiration Date. The vesting of the Grant is cumulative, but will not exceed 100% of the Shares subject to the Grant. If the vesting schedule would produce fractional Shares, the number of Shares for which the Grant becomes exercisable will be rounded down to the nearest whole Share.

(i)Acceptance. By electronically accepting this Grant, You irrevocably consent to any forfeiture of the Option required or authorized by this Agreement

4.Method of Exercising Grant. The Grant may be exercised in whole or in part by delivery of 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 must be accompanied by full payment for the shares to be purchased. If You elect to pay the Purchase Price in whole or in part with proceeds generated by the sale of stock acquired under the Grant through a broker under a cashless exercise arrangement referred to in Section 7(b)(iii) of the Plan, 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 for this purpose. In addition, payment for shares being purchased pursuant to the Grant may be made in whole or in part with shares of Common Stock owned by You, by either actual delivery of shares or by attestation. The value of the shares will be their Fair Market Value on the Purchase Date. Stock certificates representing any shares actually being delivered as payment must be delivered to the Administrator on the Purchase Date. In connection with the exercise of the Grant, the Common Stock to be issued will be credited to a brokerage account established by the Company in Your name (or, in the event of Your death, in the name of Your Beneficiary).

5.Code Section 409A. The Grant is intended to qualify as an option that “does not provide for a deferral of compensation” within the meaning of Treasury Regulation Section 1.409A-1(b)(5)(i)(A). The Grant and this Agreement will be administered, interpreted and construed to carry out that intention, and any provision of this Agreement that cannot be so administered, interpreted and construed will to that extent be disregarded. However, the Company does not represent, warrant or guarantee that the Grant does not provide for such a deferral of compensation, nor does the Company make any other representation, warranty or guaranty to You as to the tax consequences of the Grant or this Agreement.

6.Your Commitments; Recoupment.

(a)If You, at any time before the Grant terminates: (i) directly or indirectly, whether as an owner, partner, shareholder, consultant, agent, employee, investor or in any other capacity, accept employment by, render services for or otherwise assist any other business which competes with the business conducted by the Company or any of its Subsidiaries in which You worked during Your last 2 years with the Company or any of its Subsidiaries; (ii) directly or indirectly, hire or solicit or arrange for the hiring or solicitation of any employee of the Company or any of its Subsidiaries, or encourage any such employee to leave such employment; (iii) use, disclose, misappropriate or transfer confidential or proprietary information concerning the Company or any of its Subsidiaries (except as required by Your work responsibilities with the Company or any of its Subsidiaries); or (iv) are convicted of a crime against the Company or any of its Subsidiaries; or (v) engage 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, engage in conduct adverse to the best interests of the Company or any of its Subsidiaries; then should any of the foregoing events occur, the Grant will be canceled, unless the Committee, in its sole discretion, elects not to cancel such Grant. The obligations in this Section are in addition to any other agreements related to non-competition, non-solicitation and preservation of Company confidential and proprietary information entered into between You and the Company, and nothing herein is intended to waive, modify, alter or amend the terms of any such other agreement.

(b)You agree that You will be subject to any compensation, clawback and recoupment policies that may be applicable to You, as in effect from time to time and as approved by the Board or the Committee, whether or not approved before or after the Grant Date.

7.Restrictions on Grant. In no event may (a) You sell, exchange, transfer, assign, pledge, hypothecate, mortgage or dispose of the Grant or any interest therein, nor (b) the Grant or any interest therein be subject to anticipation, attachment, garnishment, levy, encumbrance or charge of any nature, voluntary or involuntary, by operation of law or otherwise and any attempt to do so, whether voluntary or involuntary, will be null and void and no other party will obtain any rights to or interest in the Grant. You may designate a Beneficiary to receive the Grant in the event of Your death in accordance with Section 2(c) of the Plan. Any Beneficiary will receive the Grant subject to all of the terms, conditions and restrictions set forth in this Agreement, including but not limited to the forfeiture provisions set forth in this Agreement.

8.Taxes and Withholding. 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. If applicable, the Company will have the right, in its discretion, to deduct from any Dividend Equivalents payable pursuant to this Agreement, and from any shares to be issued pursuant to this Agreement, cash and/or shares, valued at Fair Market Value on the date of payment, in an amount necessary to satisfy all Federal, state and local taxes required by law to be withheld with respect to such Dividend Equivalents, cash and/or shares. You may be required to pay to the Company, prior to delivery of certificates representing such shares and prior to such shares being credited to a book entry account in Your name, the amount of any such taxes. The Company will accept whole shares of Common Stock of equivalent Fair Market

Value not to exceed the maximum allowable statutory rate of tax allowed to be withheld in payment of the Company’s withholding tax obligations if You elect to make payment in shares.

9.Compliance with Law. The Company will make reasonable efforts to comply with all applicable federal and state securities laws. However, no shares or other securities will be issued pursuant to this Agreement if their issuance would result in a violation of any such law. If at any time the Committee determines, in its discretion, that the listing, registration or qualification of any shares subject to this Grant upon any securities exchange or under any state or Federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of this Grant or the issue of shares hereunder, no rights under the Grant may be exercised and shares of Common Stock may not be issued pursuant to the Grant, in whole or in part, unless such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Committee and any delay will in no way affect the dates of vesting or forfeiture of the Grant.

10.Amendments; Integrated Agreement. This Agreement may only be amended in a writing signed by You and an officer of the Company duly authorized to do so. This Agreement contains the entire agreement of the parties relating to the subject matter of this Agreement and supersedes and replaces all prior agreements and understandings with respect to such subject matter, and the parties have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein.

11.Relation to Plan; Interpretation. The Grant is granted under the Plan, and the Grant and this Agreement are each subject to the terms and conditions of the Plan, which is incorporated in this Agreement by reference. In the event of any inconsistent provisions between this Agreement and the Plan, the provisions of the Plan control. References to Sections are to Sections of this Agreement unless otherwise noted. The titles to Sections of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the title of any Section.

12.Notices. Any notice hereunder by You will be given to the Senior Vice President Human Resources and the Corporate Secretary in writing and such notice and any payment by You will be deemed duly given or made only upon receipt by the Corporate Secretary at Barnes Group Inc., 123 Main Street, Bristol, Connecticut 06010, U.S.A., or at such other address as the Company may designate by notice to You. Any notice to You will be in writing and will be deemed duly given if delivered to You in person or mailed or otherwise delivered to You at such address as You may have on file with the Company from time to time.

13.Interpretation and Disputes. This Agreement will be interpreted and construed, and all determinations will be made, by the Committee, and any such interpretation, construction or determination will be final, binding and conclusive on the Company and You. In the event there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan will govern.

Any claim, demand or controversy arising from such interpretation, construction or determination by the Committee shall be submitted first to a mediator in accordance with the rules of the American Arbitration Association (“AAA”) by submitting a mediation request to the

Administrator within 30 days of the date of the Committee’s interpretation or construction. The mediation process shall conclude upon the earlier of: (a) the resolution of the dispute; (b) a determination by either the mediator or one or more of the parties that all settlement possibilities have been exhausted and there is no possibility of resolution; or (c) 30 days have passed since the filing of a request to mediate with the AAA. A party who has previously submitted a dispute to mediation, and which dispute has not been resolved, may submit such dispute to binding arbitration pursuant to the rules of the AAA. Any arbitration proceeding for such dispute must be initiated within 14 days from the date that the mediation process has concluded. The prevailing party shall recover its costs and reasonable attorney’s fees incurred in such arbitration proceeding. You and the Company specifically understand and agree that the failure of a party to timely initiate a proceeding hereunder shall bar the party from any relief or other proceeding and any such dispute shall be deemed to have been finally and completely resolved. All mediation and arbitration proceedings shall be conducted in Bristol, Connecticut or such other location as the Company may determine and You agree that no objection shall be made to such jurisdiction or venue, as a forum non conveniens or otherwise. The arbitrator’s authority shall be limited to resolution of the legal disputes between the parties and the arbitrator shall not have authority to modify or amend this Agreement or the Committee’s interpretation or construction thereof, or abridge or enlarge rights available under applicable law. Any court with jurisdiction over the parties may enforce any award made hereunder.

14.General.

(b)You have no rights as a stockholder with respect to any shares that may be issued pursuant to this Agreement until the date of issuance to You of a stock certificate for such shares or the date of a credit for such shares in a brokerage account in Your name.

(c)This Agreement is binding upon the successors and assigns of the Company and upon Your Beneficiary, estate, legal representatives, legatees and heirs.

(d)This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

EXHIBIT 10.2

BARNES GROUP INC.

2023 STOCK AND INCENTIVE AWARD PLAN

PERFORMANCE SHARE AWARD SUMMARY OF GRANT

For Officers and Other Individuals as Designated by the CMDC

Barnes Group Inc., a Delaware corporation (the “Company”), under the 2023 Barnes Group Inc. Stock and Incentive Award Plan, as may be amended from time to time (the “Plan”), hereby grants to the individual named below (“You” or “Grantee”) this Performance Share Award (also referred to as Performance Share Unit Award) (the “Grant”), representing the target number of performance shares set forth below (each a “Performance Share”) that may be earned by You based on the level of achievement of the Performance Goals. Each Performance Share entitles You to one share of Common Stock. The actual number of Performance Shares earned will be based on the actual performance level achieved with respect to the Performance Goals set forth on Schedule A. The Performance Shares are subject to this Performance Share Award Summary of Grant (the “Summary of Grant”), and the Performance Share Award Agreement attached as Exhibit A (the “Performance Share Award Agreement”) and the Plan, both of which are incorporated herein by reference and made part hereof. The Grant also entitles You to be paid Dividend Equivalents as set forth in the Performance Share Award Agreement. Unless otherwise defined, capitalized terms used in this Summary of Grant and the Performance Share Award Agreement have the meanings set forth in the Plan.


Grantee:			[______]
Grant Date:			[______]
Target Award:			[______] Performance Shares
Performance Period:			The 3-year period beginning on January 1, 202x and ending on December 31, 202x
Performance Goals:			The Performance Goals are based on the performance measures set forth on Schedule A.
Vesting Schedule			The Performance Shares will be earned based on the performance level achieved with respect to the Performance Goals if, except as provided otherwise in the Performance Share Award Agreement, You continue employment with Company through the third anniversary of the Grant Date. The number of Performance Shares set forth above is equal to the target number of shares of Common Stock that the Grantee will earn for 100% achievement of the Performance Goals (referred to as the “Target Award”). The actual number of shares of Common Stock that You will earn with respect to the Performance Shares may be greater or less than the Target Award, or even zero, and will be based on the performance level achieved by the Company with respect to the Performance Goals, as set forth on Schedule A. Performance



			level is measured based on the threshold, target and maximum performance levels set forth on Schedule A. Each performance level is calculated as a percentage of target level performance. Threshold performance level is 33% of target, target performance level is 100% of target, maximum performance level is 150% of target, maximum+ performance level is 200% of target and maximum++ performance level is 250% of target. If actual performance is between performance levels, the number of Performance Shares earned will be interpolated on a straight line basis for pro-rata achievement of the Performance Goals, rounded down to the nearest whole number. Failure to achieve the threshold performance level with respect to a Performance Goal will result in no Performance Shares being earned with respect to that Performance Goal.

Grant Acceptance:

You agree to be bound by the Plan, the Performance Share Award Agreement and this Summary of Grant by electronically acknowledging and accepting the Grant following the date of the Company’s electronic or other written notification to You of the Grant. You accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan, this Summary of Grant or the Performance Share Award Agreement. In no event do You acquire any rights to the Grant unless You electronically accept, no later than 60 days after the Grant Date, this Summary of Grant and the attached Performance Share Award Agreement.

Schedule A

The number of Performance Shares that may be earned will be determined based on the actual performance level achieved with respect to the following performance measures during the Performance Period: 3-Year Total Stockholder Return (“TSR”); 3-Year Return on Invested Capital (“ROIC”); and 3-Year EBITDA Growth (collectively referred to as the “Performance Goals,” and each individual measure, a “Performance Goal”). The chart below sets forth the applicable weighting of each performance measure and the Performance Goals needed to be achieved at each performance level for such performance measure during the Performance Period:

January 1, 202x-December 31, 202x Performance Period

Performance

Measure

Weight

Performance

Level

Performance Goals

Performance Shares Earned as a Percentage of Target

(% of Target)*

3-Year TSR**

33.3334%

Threshold

Achieve 33rd percentile ranking within the Russell 2000

33%

Target

Achieve 55th percentile ranking within the Russell 2000

100%

Maximum

Achieve 66th percentile ranking within the Russell 2000

150%

Maximum+

Achieve 75th percentile ranking within the Russell 2000

200%

Maximum++

Achieve 85th percentile ranking within the Russell 2000

250%

3-Year ROIC***

33.3333%

Threshold

Achieve [%] 3-Year ROIC

33%

Target

Achieve [%] 3-Year ROIC

100%

Maximum

Achieve [%] 3-Year ROIC

150%

Maximum+

Achieve [%] 3-Year ROIC

200%

Maximum++

Achieve [%] 3-Year ROIC

250%

3-Year EBITDA Growth****

33.3333%

Threshold

Achieve 33rd percentile ranking within the Russell 2000

33%

Target

Achieve 55th percentile ranking within the Russell 2000

100%

Maximum

Achieve 66th percentile ranking within the Russell 2000

150%

Maximum+

Achieve 75th percentile ranking within the Russell 2000

200%

Maximum++

Achieve 85th percentile ranking within the Russell 2000

250%

* The actual number of Performance Shares that will be earned with respect to the 3-Year TSR and 3-Year EBITDA Growth performance measures is based on the Company’s percentile ranking within the Russell 2000 Index at the end of the Performance Period. The actual number of Performance Shares that will be earned with respect to the 3-Year ROIC performance measure is based on the Company’s performance compared to pre-established goals as determined by the Committee and set forth in the chart above. Each performance measure will be evaluated on a measure by measure basis, and once performance results are determined as to each individual performance measure, those results will be aggregated and the weighting applied. When assessing each performance measure, actual performance level achievement between each performance level will be interpolated on a straight line basis rounded down to the nearest whole number; provided that if the actual performance level achieved does not meet threshold performance (i.e., less than 33%) for the applicable performance measure, then no Performance Shares will be earned for that performance measure pursuant to this Grant. Threshold level performance may be achieved for one performance measure and not another based on the

Company’s actual performance during the Performance Period. The actual number of Performance Shares earned will be determined by the Committee based on the actual performance level achieved with respect to each of the applicable Performance Goals, factoring in the weighting for each performance measure. The maximum number of Performance Shares that may be earned pursuant to this Grant is capped at 250% of the Target Award. Notwithstanding anything set forth above, and regardless of the Company’s percentile ranking, if the Company’s TSR for the Performance Period is negative, then the payout for the 3-Year TSR performance measure will be capped at Target.

** 3-Year TSR represents the comparison between the Opening Average Share Value and the Closing Average Share Value, plus cumulative dividends during the Performance Period. At the end of the Performance Period, the TSR for the Company and each company in the Russell 2000 Index will be calculated by dividing the Closing Average Share Value by the Opening Share Value. For purposes of this Grant, the term “Closing Average Share Value” means the average closing value of the common stock, for the 20 trading days ending on the last day of the Performance Period (i.e., the 20 trading days ending on December 31, 202x (the “20-day period”), which will be calculated as follows: (i) determine the closing price of the common stock on each trading date during the 20-day period, (ii) average the amounts so determined for the 20-day period; the term “Opening Average Share Value” means the average of the closing price of a share of common stock for the 20 trading days preceding the start of the Performance Period (i.e., January 1, 202x).

*** 3-Year ROIC represents the ratio of the Company’s Net Income and the Company’s Total Average Invested Capital during the Performance Period. At the end of the Performance Period, the ROIC for the Company will be calculated for the Performance Period by dividing the Net Income during the Performance Period by Total Average Invested Capital during the Performance Period, and then divided by three. For purposes of this Grant, “Net Income” means the Company’s net income, adjusted for accounting changes and after-tax interest expense, and “Total Average Invested Capital” means the sum of the Company’s average total debt, stockholders equity and any non-controlling interest for the performance period computed on a four point basis. The 3-Year ROIC calculation is subject to the provisions as set forth below.

****3-Year EBITDA Growth represents Operating Income Before Depreciation and Amortization. EBITDA will be computed as EBITDA in Year 3 divided by EBITDA in the year preceding this award (i.e., 202x). The 3-Year EBITDA Growth calculation is subject to the provisions as set forth below.

3-Year ROIC and 3-Year EBITDA Growth shall be determined in accordance with generally accepted accounting principles (GAAP) and may include or exclude (or be adjusted to include or exclude) unusual or infrequently occurring items, the impact of charges for restructurings or productivity initiatives, non-operating items, discontinued operations and other unusual and non-recurring items, the effects of currency fluctuations, the effects of financing activities (by way of example, without limitation, the effect on earnings per share of issuing convertible debt securities), the effects of acquisitions and acquisition expenses, the effects of divesture and divesture expenses, and the effects of tax or accounting changes. However, notwithstanding the preceding sentence, unless the Committee determines otherwise either at the time it establishes the Performance Goals for an award or prior to the payment of an award, if any of the items referenced in the preceding sentence occurs, then such item shall be automatically excluded or included in determining the extent to which the Performance Goal has been achieved, whichever will produce the higher award (subject to any exercise of “negative discretion” by the Committee).

EXHIBIT A

PERFORMANCE SHARE AWARD AGREEMENT

NOW, THEREFORE, in consideration of the agreements of each, and for other good and valuable consideration, the parties agree as follows:

1.Definitions.

(c)“Retirement” means a Separation of Service initiated by You on or after Retirement Age under circumstances that do not constitute Cause.

(d)“Retirement Age” means age 55 or later with a minimum of 10 full years of service with the Company and/or its Subsidiaries.

2.Contingent Dividend Equivalents. [NON-US ADD: Unless specified otherwise in the Country-Specific Terms set forth in the Addendum attached hereto,] You may be entitled to receive from the Company the cash payments described below, if (and only if) the Performance Shares are earned during the Performance Period pursuant to the Performance Share Award Summary of Grant. You understand and agree that, if the Company cancels the Performance Shares, the Dividend Equivalents that would have been payable if those Performance Shares had not been cancelled will automatically be cancelled, without action by the Company (other than its action cancelling those Performance Shares) and without the payment of any consideration to You, unless the Committee provides otherwise when those Performance Shares are cancelled or at a prior time.

3.Calculation of Dividend Equivalents. At the end of the Performance Period, or a prior date on which a portion of the Performance Shares have been earned pursuant to this

Agreement, (the “End Date”) after the determination of the number of Performance Shares that have been earned, there will be calculated the dividends that were paid (other than a dividend paid in Common Stock, which is subject to the adjustment provided in Section 8 of the Plan) to the holders of Common Stock, the record date of which fell during the period commencing on the Grant Date and ending on the End Date (each a “Dividend Payment Date”). The Company will credit and pay to you, at the time specified in 5(a) below, an amount of money (“Dividend Equivalents”) determined by multiplying (a) the number of Performance Share Shares earned on the End Date (if any), times (b) the dividend per share paid on each Dividend Payment Date. However, if the dividend is paid in property other than cash, the amount of money to be paid to You in respect of such dividend will be determined by multiplying (i) the number of the Performance Shares (if any), times (ii) the fair market value on each Dividend Payment Date of the property that was paid per share of Common Stock as a dividend on such Dividend Payment Date. The fair market value of the property that was paid will be determined by the Committee in its sole and absolute discretion.

[NON-US ADD: Any provision of this Agreement to the contrary notwithstanding, in no event (except on Death, Disability or a Change in Control as a result of which Performance Shares are deemed earned pursuant to this Agreement) will any payment be made pursuant to this Section unless the Committee certifies in writing that the performance goals applicable to the related Performance Shares and any other material terms applicable to such payment were in fact satisfied.]

4.Vesting of Grant. The Performance Shares will be earned based on the actual performance level achieved with respect to the Performance Goals set forth on Schedule A of the Performance Share Award Summary of Grant and You remaining continuously employed by the Company [NON-US ADD: or any Subsidiary] through the third anniversary of the Grant Date.

5.Forfeiture or Earning of Performance Share Awards Prior to the End of the Performance Period.

(a)Notwithstanding the vesting schedule contained in the Performance Share Award Summary of Grant, the vesting schedule may change under one of the following conditions:

(i)Voluntary Termination or Termination for Cause. If You initiate a Separation from Service other than as a result of (A) death, (B) Disability, or (C) Retirement or if you have a Separation from Service initiated by the Company and/or its Subsidiaries for Cause, in each case, before the third anniversary of the Grant Date, then the Grant will terminate with respect to all Performance Shares, whether or not earned as of the date of the Separation from Service, and You will not be entitled to any distribution of shares for any Performance Shares.

(ii)All Other Separations of Service. If You have a Separation from Service (A) due to (x) death, (y) Disability, or (z) Retirement or (B) that is initiated by the Company and/or its Subsidiaries without Cause after the 1 year anniversary of the Grant Date but before the last day of the Performance Period, then on the last day of the Performance Period, the number of Performance Shares that will be deemed earned will equal the number of Performance

Shares actually earned pursuant to the Grant, as determined at the end of the Performance Period, multiplied by a fraction equal to the total days worked from the beginning of the Performance Period to the date of the Separation from Service, divided by the total number of days in the Performance Period.

(iii)Change in Control. (A) If this Agreement is not assumed by the Successor Corporation and You remain employed with the Company from the Grant Date to the date, if any, on which a Change in Control occurs before the last day of the Performance Period, the number of Performance Shares that will be deemed earned will equal the total number that would be earned for the full Performance Period based upon the greater of the actual performance in the Performance Period as of the date of the Change in Control or the target performance of the Performance Shares, or (B) If this Agreement is assumed by the Successor Corporation and You are terminated by the Company or the Successor Corporation without Cause before the last day of the Performance Period and within 90 days prior to the Change in Control or within 18 months following a Change in Control, then effective immediately prior to Your termination of employment, the number of Performance Shares that will be deemed earned will equal the total number that would be earned for the full Performance Period based upon the greater of the actual performance in the Performance Period as of the date of the Change in Control or the target performance of the Performance Shares.

(b)Acceptance. All Performance Shares that are not earned in accordance with the terms of this Agreement and the Performance Share Award Summary of Grant will be forfeited. By electronically accepting this Grant, You irrevocably consent to any forfeiture of Performance Shares required or authorized by this Agreement.

6.Issuance of Shares.

(a)Except as otherwise provided below, a share of Common Stock will be issued to You in payment of each Performance Share that is deemed earned pursuant to the terms of this Agreement as soon as practicable in the year (but no later than August 1) following the year in which such Grant is deemed earned (which date during that period will be determined by the Company). In the event a distribution is due under Section 5(a)(ii) prior to the end of the Performance Period, the shares will be issued as soon as practicable following the date of the event giving rise to the payment, but no later than 60 days following the date of the event. In the event a distribution is due under Section 5(a)(iii) prior to the end of the Performance Period, the shares will be issued on the first day of the seventh month following the date of termination.

(b)Notwithstanding any provision of this Agreement to the contrary, (i) no “distributions” (within the meaning of Treasury Regulation Section 1.409A-1(c)(3)(v)) of deferred compensation that is subject to Section 409A of the Code may be made pursuant to this Agreement to a “specified employee” (within the meaning of Treasury Regulation Section 1.409A-1(i)) (“Specified Employee”) due to a Separation from Service before the date that is 6 months after the date of such Specified Employee’s Separation from Service (or, if earlier than the end of the 6 month period, the date of his death); and (ii) any distribution that, but for the preceding clause (i), would be made before the date that is 6 months after the date of the Specified Employee’s Separation from Service will be paid on the first day of the seventh month following the date of his Separation from Service (or, if earlier, within 14 days after the date of his death). For the

avoidance of doubt, the preceding sentence will apply to any payment (and only to any payment) pursuant to this Agreement to which Code Section 409A(a)(2)(B)(i) (relating to Specified Employees) applies, and will not apply to any payment that is not subject to Code Section 409A as a result of Treasury Regulation Section 1.409A-1(b)(4) (relating to short-term deferrals) or otherwise. Your right to any series of payments pursuant to this Agreement will be treated as a right to a series of separate payments within the meaning of Treasury Regulation Section 1.409A-2(b)(2)(iii), including without limitation for purposes of the short-term deferral rule set forth in Treasury Regulation Section 1.409A-1(b)(4).

(c)The shares to be issued will be credited to a brokerage account established by the Company in Your name (or, in the event of Your death, in the name of Your Beneficiary) in payment of such Performance Shares. All shares of Common Stock issued under this Agreement will be duly authorized, validly issued, fully paid and non-assessable.

7.Your Commitments; Recoupment.

8.Restrictions on Grant. In no event may (a) You sell, exchange, transfer, assign, pledge, hypothecate, mortgage or dispose of the Grant or any interest therein, nor (b) the Grant or any interest therein be subject to anticipation, attachment, garnishment, levy, encumbrance or charge of any nature, voluntary or involuntary, by operation of law or otherwise and any attempt to do so, whether voluntary or involuntary, will be null and void and no other party will obtain any rights to or interest in the Grant. You may designate a Beneficiary to receive the Grant in the event of Your death in accordance with Section 2(c) of the Plan [NON-US ADD: to the extent

such designation is valid under applicable law]. Any Beneficiary will receive the Grant subject to all of the terms, conditions and restrictions set forth in this Agreement, including but not limited to the forfeiture provisions set forth in this Agreement.

9.Taxes and Withholding. 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. If applicable, the Company will have the right, in its discretion, to deduct from any Dividend Equivalents payable pursuant to this Agreement, and from any shares to be issued pursuant to this Agreement, cash and/or shares, valued at Fair Market Value on the date of payment, in an amount necessary to satisfy all Federal, state and local taxes required by law to be withheld with respect to such Dividend Equivalents, cash and/or shares. You may be required to pay to the Company, prior to delivery of certificates representing such shares and prior to such shares being credited to a book entry account in Your name, the amount of any such taxes. The Company will accept whole shares of Common Stock of equivalent Fair Market Value not to exceed the maximum allowable statutory rate of tax allowed to be withheld in payment of the Company’s withholding tax obligations if You elect to make payment in shares.

[NON-US REPLACE WITH:

(a)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 income tax, social insurance, payroll tax, payment on account or other tax-related items (“Taxes”) required to be withheld, collected or accounted for by the Company or Your employer (the “Employer”). If applicable, the Company will have the right, in its discretion, to deduct from any Dividend Equivalents payable pursuant to this Agreement, and from any shares to be issued pursuant to this Agreement, cash and/or shares, valued at Fair Market Value on the date of payment, in an amount necessary to satisfy all Taxes with respect to such Dividend Equivalents, cash and/or shares and You hereby authorize such deductions. You may be required to pay to the Company, prior to delivery of certificates representing such shares and prior to such shares being credited to a book entry account in Your name, the amount of any such Taxes. The Company will accept whole shares of Common Stock of equivalent Fair Market Value not to exceed the maximum allowable statutory rate of tax allowed to be withheld in payment of the Company’s withholding tax obligations if You elect to make payment in shares.

(b)Regardless of any action the Company or the Employer takes with respect to any Taxes, You acknowledge that the ultimate liability for all Taxes is and remains Your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Taxes with respect to the issuance of the Performance Share Award or Dividend Equivalents, the distribution of shares of Common Stock with respect thereto, or any other taxable event related to the Performance Share Award or Dividend Equivalents and (ii) do not commit to and are under no obligation to structure the terms of the Grant or any aspect of the Performance Share Award or Dividend Equivalents to reduce or eliminate Your liability for Taxes or achieve any particular tax result. Further, if You have become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, You acknowledge that the Company

and/or the Employer (or former employer, as applicable) may be required to withhold, collect or account for Taxes in more than one jurisdiction.]

10.Compliance with Law. The Company will make reasonable efforts to comply with all applicable [[federal and state] or [NON-US USE: federal, state and foreign]] securities laws. However, no shares or other securities will be issued pursuant to this Agreement if their issuance would result in a violation of any such law. If at any time the Committee determines, in its discretion, that the listing, registration or qualification of any shares subject to this Grant upon any securities exchange or under any [[state or Federal] or [NON-US USE: state, Federal or foreign]] law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of this Grant or the issue of shares hereunder, no rights under the Grant may be exercised and shares of Common Stock may not be issued pursuant to the Grant, in whole or in part, unless such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Committee and any delay will in no way affect the dates of vesting or forfeiture of the Grant.

11.Amendments; Integrated Agreement. This Agreement may only be amended in a writing signed by You and an officer of the Company duly authorized to do so. This Agreement contains the entire agreement of the parties relating to the subject matter of this Agreement and supersedes and replaces all prior agreements and understandings with respect to such subject matter, and the parties have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein.

12.Relation to Plan; Interpretation. The Grant is granted under the Plan, and the Grant and this Agreement are each subject to the terms and conditions of the Plan, which is incorporated in this Agreement by reference. In the event of any inconsistent provisions between this Agreement and the Plan, the provisions of the Plan control. References to Sections are to Sections of this Agreement unless otherwise noted. The titles to Sections of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the title of any Section.

13.Notices. Any notice hereunder by You will be given to the Senior Vice President Human Resources and the Corporate Secretary in writing and such notice and any payment by You will be deemed duly given or made only upon receipt by the Corporate Secretary at Barnes Group Inc., 123 Main Street, Bristol, Connecticut 06010, U.S.A., or at such other address as the Company may designate by notice to You. Any notice to You will be in writing and will be deemed duly given if delivered to You in person or mailed or otherwise delivered to You at such address as You may have on file with the Company from time to time.

14.Interpretation and Disputes. This Agreement will be interpreted and construed, and all determinations will be made, by the Committee, and any such interpretation, construction or determination will be final, binding and conclusive on the Company and You. In the event there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan will govern.

[[Any] or [NON-US USE: Where permitted by local law, any]] claim, demand or controversy arising from such interpretation, construction or determination by the Committee shall

be submitted first to a mediator in accordance with the rules of the American Arbitration Association (“AAA”) by submitting a mediation request to the Administrator within 30 days of the date of the Committee’s interpretation or construction. The mediation process shall conclude upon the earlier of: (a) the resolution of the dispute; (b) a determination by either the mediator or one or more of the parties that all settlement possibilities have been exhausted and there is no possibility of resolution; or (c) 30 days have passed since the filing of a request to mediate with the AAA. A party who has previously submitted a dispute to mediation, and which dispute has not been resolved, may [NON-US ADD: , where permitted by local law,] submit such dispute to binding arbitration pursuant to the rules of the AAA. Any arbitration proceeding for such dispute must be initiated within 14 days from the date that the mediation process has concluded. The prevailing party shall recover its costs and reasonable attorney’s fees incurred in such arbitration proceeding. You and the Company specifically understand and agree that the failure of a party to timely initiate a proceeding hereunder shall bar the party from any relief or other proceeding and any such dispute shall be deemed to have been finally and completely resolved. All mediation and arbitration proceedings shall be conducted in Bristol, Connecticut or such other location as the Company may determine and You agree that no objection shall be made to such jurisdiction or venue, as a forum non conveniens or otherwise. The arbitrator’s authority shall be limited to resolution of the legal disputes between the parties and the arbitrator shall not have authority to modify or amend this Agreement or the Committee’s interpretation or construction thereof, or abridge or enlarge rights available under applicable law. Any court with jurisdiction over the parties may enforce any award made hereunder.

[NON-US ADD: If mediation and/or arbitration are not permitted by local law, then for purposes of litigating any disputes under this Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of Connecticut and agree that such litigation shall be conducted only in the courts of Hartford County, Connecticut or the U.S. federal courts for the District of Connecticut, and no other courts where the Grant is made or is to be earned.]

15.General.

(a)Nothing in this Agreement confers upon You any right to continue in the employ or other service of the Company or any Subsidiary, or limit in any manner the right of the Company, its stockholders or any Subsidiary to terminate Your employment or adjust Your compensation [NON-US ADD: , subject to compliance with applicable law and the terms of any employment or other written agreement between You and the Company or any Subsidiary].

(c)This Agreement is binding upon the successors and assigns of the Company and upon Your Beneficiary, estate, legal representatives, legatees and heirs.

(d)This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

[NON-US ADD SECTIONS 16-19:

16.Nature of Grant; No Entitlement; No Claim for Compensation. In accepting this Grant, You acknowledge the following:

(a) The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time.

(b) This Grant is voluntary and occasional and does not create any contractual or other right to receive future grants of awards, or benefits in lieu of awards, even if awards have been granted repeatedly in the past.

(d) You are voluntarily participating in the Plan.

(e) This Grant and any shares of Common Stock acquired under the Plan are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries (including, as applicable, your employer) and which are outside the scope of Your employment contract, if any.

(f) This Grant and any shares of Common Stock acquired under the Plan are not part of Your normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments.

(g) This Grant and the shares of Common Stock subject to the Grant are not intended to replace any pension rights or compensation.

(h) In the event that Your employer is not the Company, the Grant will not be interpreted to form an employment contract or relationship with the Company and, furthermore, the Grant will not be interpreted to form an employment contract with Your employer or any Subsidiary.

(i) The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty. If You vest in the Grant and receive shares of Common Stock, the value of the acquired shares may increase or decrease. You understand that the Company is not responsible for any foreign exchange fluctuation between the United States Dollar and your local currency that may affect the value of the Grant or the shares.

been given by either party, and You irrevocably release Your employer, the Company and its Subsidiaries, as applicable, from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, You shall be deemed to have irrevocably waived his or her entitlement to pursue such claim.

(k) For purposes of this Agreement and notwithstanding anything to the contrary in the Plan or this Agreement, Your date of termination of employment shall mean the date on which You cease to be actively employed. Accordingly, in the event of Your termination of employment (whether or not in breach of local labor laws), Your right to vest in the Grant shall terminate as of the date of Your termination of active employment and shall not be extended by any notice period mandated or implied under local law during which You are not actively employed (e.g. garden leave or similar leave) or during or for which You receive pay in lieu of notice or severance pay. The Company shall have the sole discretion to determine when You are no longer in active employment for purposes of this Agreement, without reference to any other agreement, written or oral, including Your contract of employment.

17.Data Privacy.

(a) You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of Your personal data as described in this Agreement by and among, as applicable, Your employer, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing Your participation in the Plan.

(b) You understand that Your employer, the Company and its Subsidiaries, as applicable, hold certain personal information about You regarding Your employment, the nature and amount of Your compensation and the fact and conditions of Your participation in the Plan, including, but not limited to, Your name, home address, telephone number and e-mail address, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company and its Subsidiaries, details of all options, awards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in Your favor, for the purpose of implementing, administering and managing the Plan (the “Data”).

(c) You understand that the Data may be transferred to the Company or any Subsidiary and any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in Your country, or elsewhere, and that the recipient’s country may have different or lower standard of data privacy laws and protections than Your country of residence. You understand that You may request a list with the names and addresses of any potential recipients of the Data by contacting Your local human resources representative. You understand that the recipients receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Your participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. You understand that the Data will be held only as long as is necessary to implement, administer and manage Your participation in the Plan. You understand that You may, at any time, make a request to view the Data, request additional information about the storage and processing of the Data and/or require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing Your local human resources representative and that these rights are subject to legal restrictions. You understand, however, that objecting to the processing of Your Data may affect Your ability to participate in the Plan. For more information on the processing of your Data, You are referred to the Global Data Privacy Notification provided to You by Your employer or You may contact Your local human resources representative.

18.Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

19.Country-Specific Terms. Notwithstanding anything to the contrary herein, the Grant shall be subject to any Country-Specific Terms set forth for Your country in the Addendum attached hereto. In addition, if You relocate to one of the countries included in the Country-Specific Terms, the special terms and conditions for such country will apply to You, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Country-Specific Terms constitute part of this Agreement and are incorporated herein by reference.

ADDENDUM TO THE PERFORMANCE SHARE AWARD AGREEMENT

COUNTRY-SPECIFIC TERMS FOR PARTICIPANTS OUTSIDE THE U.S.

These Country-Specific Terms include additional terms and conditions that govern the Performance Share Award granted to You under the Plan if you reside in one of the countries listed below. Capitalized terms used but not defined in these Country-Specific Terms are defined in the Plan or the Summary of Grant and Performance Share Award Agreement and have the meanings set forth therein.

HONG KONG

Notifications

Securities Law Information. The Performance Share Award and the shares of Common Stock to be issued upon vesting of the Performance Share Award does not constitute a public offer of securities and are available only for employees of the Company or a Subsidiary.

ITALY

Terms and Conditions

Data Privacy. The following provision replaces in its entirety Section 17 of the Agreement:

You understand that Your employer, the Company and its Subsidiaries, as applicable, hold and process pursuant to D.lgs 196/2003 (as amended by the D.lgs 101/2018) and to EU. Reg. 679/2016 certain personal information about You regarding Your employment, the nature and amount of Your compensation and the fact and conditions of Your participation in the Plan, including, but not limited to, Your name, home address, telephone number and e-mail address, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company and its Subsidiaries, details of all options, awards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in Your favor (the “Data”), for the purpose of implementing, administering and managing the Plan.

You are aware that providing the Company with your Data is necessary for the performance of the Agreement and that your refusal to provide such Data would make it impossible for the Company to perform its contractual obligations and may affect your ability to participate in the Plan.

The Controller of personal data processing is Barnes Group Inc., 123 Main Street, Bristol, Connecticut 06010, USA, and, pursuant to D.lgs 196/2003(as amended by the D.lgs 101/2018) and to EU. Reg. 679/2016, its representative in Italy is Synventive Molding Solutions Italy S.R.L., with a registered office at CORSO MONFORTE, 2, 20122 Milan, Italy. You understand that the Data shall not be disclosed and may only be communicated or transferred, for the purposes specified above, to the Company or any of its Subsidiaries or to any third parties assisting in the implementation, administration and management of the Plan, including any transfer required to a broker or other third party with whom shares acquired pursuant to the vesting of the Performance Shares or cash from the sale of such shares may be deposited. Furthermore, the recipients that may process, receive, possess, use, retain and transfer such Data for the above mentioned purposes may be located in Italy or elsewhere, including outside of the European Union and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country. The list of the subjects to which your Data have been or may be communicated/transferred can be obtained by contacting the Director of Total Rewards, Barnes Group, (860) 973-2136.

The processing activity, including the transfer of your personal data abroad, outside of the European Union, as herein specified and pursuant to D.lgs. 196/2003(as amended by the D.lgs 101/2018) and to EU. Reg. 679/2016, does not require your consent thereto as the processing is

necessary for the performance of contractual obligations related to the implementation, administration and management of the Plan.

You understand that Data processing relating to the purposes above specified shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations, with specific reference to D.lgs. 196/2003(as amended by the D.lgs 101/2018) and to EU. Reg. 679/2016

You understand that Data will be held only as long as is required by law or as necessary to implement, administer and manage your participation in the Plan. You understand that pursuant to artt. 15 – 16 - 17 of EU Reg. 679/2016, you have the right, including but not limited to, to access, delete, update, request the rectification of your Data and cease, for legitimate reasons, the Data processing. Furthermore, you are aware that your Data will not be used for direct marketing purposes. In addition, the Data provided can be reviewed and questions or complaints can be addressed by contacting the Director of Total Rewards, Barnes Group, (860) 973-2136.

SINGAPORE

Notifications

Securities Law Notice. The Performance Share Award is being granted pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. You should note that such grant is subject to section 257 of the SFA and You will not be able to make any subsequent sale in Singapore, or any offer of such subsequent sale of the shares of Common Stock underlying the Performance Share Award unless such sale or offer in Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA.

SPAIN

Terms and Conditions

Nature of Grant. This provision supplements Section 16 of the Agreement titled “Nature of Grant; No Entitlement; No Claim for Compensation ˮ:

In accepting the Grant, You consent to participate in the Plan and acknowledge that You have received a copy of the Plan.

You understand that the Company has unilaterally, gratuitously and discretionally decided to grant Performance Shares under the Plan to individuals who may be employees of the Company or a Subsidiary throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or a Subsidiary. Consequently, You understand that the Grant is granted on the assumption and condition that the Grant and any shares of Common Stock issued are not part of

any employment contract (either with the Company or any Subsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, You understand that You will not be entitled to continue vesting in the Grant after termination of Your employment. In addition, You understand that the Grant would not be granted to You but for the assumptions and conditions referred to herein; thus, You acknowledge and freely accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Grant and any right to the Grant shall be null and void.

Further, the vesting of the Grant is expressly conditioned on Your continued employment, such that upon termination of Your employment for any reason whatsoever, the Grant may cease vesting immediately, in whole or in part, effective on the date of termination of Your employment (as determined by the Agreement). This will be the case, for example, even if (1) You are dismissed for disciplinary or objective reasons; or (2) Your termination of employment is due to a unilateral breach of contract by the Company or Your employer. Consequently, upon Your termination of employment for any of the above reasons, You may automatically lose any rights to the Grant to the extent not vested on the date of Your termination of employment, as described in the Plan and the Agreement.

TURKEY

Notifications

Securities Law Notice. Under Turkish law, You may not be permitted to sell any shares of Common Stock acquired under the Plan in Turkey. The shares of Common Stock are currently traded on the New York Stock Exchange, which is located outside of Turkey, under the ticker symbol “B” and shares of Common Stock acquired under the Plan may be sold through this exchange.

Exchange Control Notice. Under Turkish law, Turkish residents are permitted to purchase and sell securities or derivatives traded on exchanges abroad only through a financial intermediary licensed in Turkey. Therefore, You may be required to appoint a Turkish broker to assist You with the sale of the shares of Common Stock acquired under the Plan.

UNITED KINGDOM

Terms and Conditions

Notwithstanding anything to the contrary in the Plan, the Performance Share Award may only be settled in shares of Common Stock.

WARNING: The contents of the Summary of Grant, the Performance Share Award Agreement, these Country-Specific Terms and the Plan have not been reviewed by any regulatory authority in Hong Kong, Italy, Singapore, Spain, Turkey or the United Kingdom or any other jurisdiction. You

are advised to exercise caution in relation to the Performance Share Award. If You are in any doubt as to the contents of the Summary of Grant, the Performance Share Award Agreement, these Country-Specific Terms or the Plan, You should obtain independent professional advice.]

EXHIBIT 10.3

BARNES GROUP INC.

2023 STOCK AND INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT SUMMARY OF GRANT

For [Non-U.S.] Employees

Barnes Group Inc., a Delaware corporation (the “Company”), under the 2023 Barnes Group Inc. Stock and Incentive Award Plan, as may be amended from time to time (the “Plan”), hereby grants to the individual named below (“You” or “Grantee”) this Restricted Stock Unit Award (the “Grant”), representing the number of restricted stock units set forth below (each a “Restricted Stock Unit”). This Grant entitles You to receive, without payment to the Company and at the applicable time or times set forth below, a number of shares of Common Stock equal to the number of Restricted Stock Units listed below that vest subject to this Restricted Stock Unit Summary of Grant (this “Summary of Grant”), and the Restricted Stock Unit Agreement attached as Exhibit A (the “Restricted Stock Unit Agreement”) and the Plan, both of which are incorporated herein by reference and made part hereof. The Grant also entitles You to be paid Dividend Equivalents as set forth in the Restricted Stock Unit Agreement. Unless otherwise defined, capitalized terms used in this Summary of Grant and the Restricted Stock Agreement have the meanings set forth in the Plan.


Grantee:	[__________________________]
Grant Date:	[________]
Number of Restricted Stock Units and Vesting Schedule:	[________] Restricted Stock Units. The Restricted Stock Units will vest as to [x/x] on the [x-month, x-month and x-month] anniversaries of the Grant Date, as follows:
	No. of Restricted Stock Units	Vesting Date
	Except as provided otherwise in the Restricted Stock Unit Agreement, the Restricted Stock Units will vest in accordance with the foregoing vesting schedule if You remain in continued employment with the Company [NON-US ADD: or any Subsidiary] through the applicable vesting date.

Grant Acceptance:

You agree to be bound by the Plan, the Restricted Stock Unit Agreement and this Summary of Grant by electronically acknowledging and accepting the Grant following the date of the Company’s electronic or other written notification to You of the Grant. You accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan, this Summary of Grant or the Restricted Stock Unit Agreement. In no event do You acquire any rights to the Grant unless You electronically accept, no later than 60 days after the Grant Date, this Summary of Grant and the attached Restricted Stock Unit Grant Agreement.

EXHIBIT A

RESTRICTED STOCK UNIT AGREEMENT

NOW, THEREFORE, in consideration of the agreements of each, and for other good and valuable consideration, the parties agree as follows:

1.Definitions.

(c)“Retirement” means a Separation of Service initiated by You on or after Retirement Age under circumstances that do not constitute Cause.

(d)“Retirement Age” means age 55 or later with a minimum of 10 full years of service with the Company and/or its Subsidiaries.

2.Dividend Equivalents. [[On] or [NON-US REPLACE WITH: Unless specified in the Country-Specific Terms set forth in the Addendum attached hereto, on]] each date on which a dividend (other than a dividend paid in Common Stock, which is subject to the adjustment provided in Section 8 of the Plan) is paid to the holders of Common Stock, the record date of which falls during the period commencing on the Grant Date and ending on the first date on which all of the Restricted Stock Units have either been forfeited pursuant to this Agreement or paid pursuant to this Agreement as in effect from time to time on or after the Grant Date (a “Dividend Payment Date”), the Company will [[pay] or [NON-US REPLACE WITH: credit]] You an amount of money (“Dividend Equivalents”) determined by multiplying (a) the number of the Restricted Stock Units (if any) that were neither forfeited nor paid on or before such dividend record date, times (b) the dividend per share paid on such Dividend Payment Date. [NON-US ADD: Such credited Dividend

Equivalents will be accumulated and paid to You in cash by the Company at the time of each payment of Restricted Stock Units under this Agreement.] However, if the dividend is paid in property other than cash, the amount of money to be paid to You in respect of such dividend will be determined by multiplying (i) the number of the Restricted Stock Units (if any) that were neither forfeited nor paid on or before such dividend record date, times (ii) the fair market value on such Dividend Payment Date of the property that was paid per share of Common Stock as a dividend on such Dividend Payment Date. The fair market value of the property that was paid will be determined by the Committee in its sole and absolute discretion.

For the avoidance of doubt: Your entitlement to be paid Dividend Equivalents pursuant to the first or second sentence of this Section is contingent on Your not having a “Separation from Service” on or before the record date of such Dividend Equivalents or the applicable vesting date of the Restricted Stock Units to which the Dividend Equivalents relate. [NON-US ADD: However, if you have a Separation of Service before the applicable vesting date of the Restricted Stock Units to which the Dividend Equivalents relate, any credited Dividend Equivalents that have been accumulated prior to the vesting date will be forfeited as of that date.]

3.Forfeiture of Restricted Stock Units. Notwithstanding the vesting schedule contained in the Restricted Stock Unit Summary of Grant, the vesting schedule may change under one of the following conditions:

(a)Voluntary or Involuntary Termination. If You have a Separation from Service for any reason other than (i) death (ii) Disability, or (iii) Retirement (to the extent set forth in (b) below), any Restricted Stock Units that have not become non-forfeitable on or before the date on which You have a Separation from Service will be forfeited as of that date, and all of Your rights and interest in and to such forfeited Restricted Stock Units will thereupon terminate without payment of consideration by the Company. No Grant or other amount payable to You will be reduced by the amount of any Dividend Equivalents previously paid to You with respect to the forfeited Restricted Stock Units.

(b)Death or Retirement. If You have a Separation from Service on account of Your death or Retirement, the number of Restricted Stock Units that will be deemed non-forfeitable as of the date of such Separation from Service will be equal to the sum of the respective pro rata portion(s) of any then-unvested tranche(s) calculated as follows: with respect to any then-unvested tranche, (i) multiply the total number of Restricted Stock Units under that tranche by (ii) the total number of days worked from the Grant Date through the date of such Separation from Service, and (iii) divide the result by the total number of days from the Grant Date through the vesting date of that tranche. The portion of the Grant that remains forfeitable as of immediately following the effect of the previous sentence will be forfeited as of such date.

(c)Disability. If You have a Separation from Service as a result of Disability, the Grant will continue to vest for so long as You continue to qualify as having such Disability. That portion of the Grant which does not become non-forfeitable pursuant to the foregoing sentence will be forfeited as of such change in status.

(d)Change in Control. (A) If this Agreement is not assumed by the Successor Corporation and You did not have a Separation from Service before the date on which a Change

in Control occurs, then, any Restricted Stock Units that did not become non-forfeitable before the Change in Control occurs will become non-forfeitable immediately prior to the effective date of the Change in Control, or (B) If this Agreement is assumed by the Successor Corporation and You are terminated by the Company or the Successor Corporation without Cause within 90 days prior to the Change in Control or within 18 months following the Change in Control, then effective immediately prior to Your Separation from Service, any Restricted Stock Units that did not become non-forfeitable prior to Your Separation from Service will become non-forfeitable on the date of Your Separation from Service.

(e)Acceptance. By electronically accepting this Grant, You irrevocably consent to any forfeiture of Restricted Stock Units required or authorized by this Agreement.

4.Issuance of Shares. If a Restricted Stock Unit becomes non-forfeitable pursuant to the terms of this Agreement, a share of Common Stock will be credited to a brokerage account established by the Company in Your name (or, in the event of Your death, in the name of Your Beneficiary) in payment of such Restricted Stock Unit on the date on which the Restricted Stock Unit becomes non-forfeitable or as soon as practicable thereafter, but not later than 60 days thereafter (which date during that 61 day period will be determined by the Company). All shares of Common Stock issued under this Agreement will be duly authorized, validly issued, fully paid and non-assessable.

5.Code Section 409A. Notwithstanding the preceding provisions of this Section or any other provision of this Agreement to the contrary, if You are a specified employee (within the meaning of Treasury Regulation Section 1.409A-1(i)) on the date of a Separation from Service, any payment to be made pursuant to this Agreement that constitutes deferred compensation that is subject to Section 409A of the Code and that is to be paid due to a Separation from Service during the 6 month period following a Separation from Service (a “Delayed Payment”) will not be paid during that 6 month period but will instead be accumulated and paid on the first day of the seventh month following the date of the Separation from Service (or, if earlier, within 14 days after the death of You)(the “Delayed Payment Date”). For the avoidance of doubt, the preceding sentence will apply to any payment (and only to any payment) pursuant to this Agreement to which Code Section 409A(a)(2)(B)(i) (relating to specified employees) applies, and will not apply to any payment that is not subject to Code Section 409A as a result of Treasury Regulation Section 1.409A-1(b)(4) (relating to short-term deferrals) or otherwise. Also for the avoidance of doubt, any Delayed Payment will accrue Dividend Equivalents until it is paid pursuant to the preceding provisions of this Section, which Dividend Equivalents will be accumulated and deemed reinvested in additional Restricted Stock Units at Fair Market Value on the Dividend Payment Date of such Dividend Equivalents (which additional Restricted Stock Units may also accrue Dividend Equivalents) and which will be paid (in money) on the Delayed Payment Date based on the Fair Market Value of such additional Restricted Stock Units on the Delayed Payment Date. Your right to any series of payments of Restricted Stock Units or Dividend Equivalents pursuant to this Agreement will be treated as a right to a series of separate payments within the meaning of Treasury Regulation Section 1.409A-2(b)(2)(iii), including without limitation for purposes of the short-term deferral rule set forth in Treasury Regulation Section 1.409A-1(b)(4).

6.Your Commitments; Recoupment.

7.Restrictions on Grant. In no event may (a) You sell, exchange, transfer, assign, pledge, hypothecate, mortgage or dispose of the Grant or any interest therein, nor (b) the Grant or any interest therein be subject to anticipation, attachment, garnishment, levy, encumbrance or charge of any nature, voluntary or involuntary, by operation of law or otherwise and any attempt to do so, whether voluntary or involuntary, will be null and void and no other party will obtain any rights to or interest in the Grant. You may designate a Beneficiary to receive the Grant in the event of Your death in accordance with Section 2(c) of the Plan [NON-US ADD: to the extent such designation is valid under applicable law]. Any Beneficiary will receive the Grant subject to all of the terms, conditions and restrictions set forth in this Agreement, including but not limited to the forfeiture provisions set forth in this Agreement.

to be withheld in payment of the Company’s withholding tax obligations if You elect to make payment in shares.

[NON-US REPLACE WITH:

(b)Regardless of any action the Company or the Employer takes with respect to any Taxes, You acknowledge that the ultimate liability for all Taxes is and remains Your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Taxes with respect to the issuance of the Restricted Stock Units or Dividend Equivalents, the distribution of shares of Common Stock with respect thereto, or any other taxable event related to the Restricted Stock Units or Dividend Equivalents and (ii) do not commit to and are under no obligation to structure the terms of the Grant or any aspect of the Restricted Stock Units or Dividend Equivalents to reduce or eliminate Your liability for Taxes or achieve any particular tax result. Further, if You have become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, You acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold, collect or account for Taxes in more than one jurisdiction.]

9.Compliance with Law. The Company will make reasonable efforts to comply with all applicable [[federal and state] or [NON-US USE: federal, state and foreign]] securities laws. However, no shares or other securities will be issued pursuant to this Agreement if their issuance would result in a violation of any such law. If at any time the Committee determines, in its discretion, that the listing, registration or qualification of any shares subject to this Grant upon any securities exchange or under any [[state or Federal] or [NON-US USE: state, Federal or foreign]] law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of this Grant or the issue of shares hereunder, no rights under the Grant may be exercised and shares of Common Stock may not be issued pursuant to the Grant, in whole or in part, unless such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Committee and any delay will in no way affect the dates of vesting or forfeiture of the Grant.

11.Relation to Plan; Interpretation. The Grant is granted under the Plan, and the Grant and this Agreement are each subject to the terms and conditions of the Plan, which is incorporated in this Agreement by reference. In the event of any inconsistent provisions between this Agreement and the Plan, the provisions of the Plan control. [NON-US ADD: The Grant is not subject to any of the terms of any employment agreement between You and the Company or any Subsidiary.] References to Sections are to Sections of this Agreement unless otherwise noted. The titles to Sections of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the title of any Section.

[[Any] or [NON-US USE: Where permitted by local law, any]] claim, demand or controversy arising from such interpretation, construction or determination by the Committee shall be submitted first to a mediator in accordance with the rules of the American Arbitration Association (“AAA”) by submitting a mediation request to the Administrator within 30 days of the date of the Committee’s interpretation or construction. The mediation process shall conclude upon the earlier of: (a) the resolution of the dispute; (b) a determination by either the mediator or one or more of the parties that all settlement possibilities have been exhausted and there is no possibility of resolution; or (c) 30 days have passed since the filing of a request to mediate with the AAA. A party who has previously submitted a dispute to mediation, and which dispute has not been resolved, may [NON-US ADD: , where permitted by local law,] submit such dispute to binding arbitration pursuant to the rules of the AAA. Any arbitration proceeding for such dispute must be initiated within 14 days from the date that the mediation process has concluded. The prevailing party shall recover its costs and reasonable attorney’s fees incurred in such arbitration proceeding. You and the Company specifically understand and agree that the failure of a party to timely initiate a proceeding hereunder shall bar the party from any relief or other proceeding and any such dispute shall be deemed to have been finally and completely resolved. All mediation and arbitration proceedings shall be conducted in Bristol, Connecticut or such other location as the

Company may determine and You agree that no objection shall be made to such jurisdiction or venue, as a forum non conveniens or otherwise. The arbitrator’s authority shall be limited to resolution of the legal disputes between the parties and the arbitrator shall not have authority to modify or amend this Agreement or the Committee’s interpretation or construction thereof, or abridge or enlarge rights available under applicable law. Any court with jurisdiction over the parties may enforce any award made hereunder.

14.General.

(c)This Agreement is binding upon the successors and assigns of the Company and upon Your Beneficiary, estate, legal representatives, legatees and heirs.

(d)This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

[NON-US ADD SECTIONS 15-19:

15.Severability. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable provision had (to the extent not enforceable) never been contained in this Agreement.

16.Nature of Grant; No Entitlement; No Claim for Compensation. In accepting this Grant, You acknowledge the following:

(a) The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time.

(d) You are voluntarily participating in the Plan.

(g) This Grant and the shares of Common Stock subject to the Grant are not intended to replace any pension rights or compensation.

(j) In consideration of this Grant, no claim or entitlement to compensation or damages shall arise from termination of the Grant or diminution in value of the Grant or any of the shares of Common Stock issuable under the Grant from termination of Your employment by the Company or Your employer, as applicable (and for any reason whatsoever and whether or not in breach of contract or local labor laws) or notice to terminate employment having been given by either party, and You irrevocably release Your employer, the Company and its Subsidiaries, as applicable, from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, You shall be deemed to have irrevocably waived his or her entitlement to pursue such claim.

of employment (whether or not in breach of local labor laws), Your right to vest in the Grant shall terminate as of the date of Your termination of active employment and shall not be extended by any notice period mandated or implied under local law during which You are not actively employed (e.g. garden leave or similar leave) or during or for which You receive pay in lieu of notice or severance pay. The Company shall have the sole discretion to determine when You are no longer in active employment for purposes of this Agreement, without reference to any other agreement, written or oral, including Your contract of employment.

17.Data Privacy.

(c) You understand that the Data may be transferred to the Company or any Subsidiary and any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in Your country, or elsewhere, and that the recipient’s country may have different or lower standard of data privacy laws and protections than Your country of residence. You understand that You may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. You understand that the recipients receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Your participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. You understand that the Data will be held only as long as is necessary to implement, administer and manage Your participation in the Plan. You understand that You may, at any time, make a request to view the Data, request additional information about the storage and processing of the Data and/or require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing Your local human resources representative and that these rights are subject to legal restrictions. You understand, however, that objecting to the processing of Your Data may affect Your ability to participate in the Plan. For more information on the processing of your Data and other personal data, You are referred to the Global Data Privacy Notice provided to You by Your employer or You may contact Your local human resources representative.

ADDENDUM TO THE RESTRICTED STOCK UNIT AGREEMENT

COUNTRY-SPECIFIC TERMS FOR PARTICIPANTS OUTSIDE THE U.S.

These Country-Specific Terms include additional terms and conditions that govern the Restricted Stock Units granted to You under the Plan if you reside in one of the countries listed below. Capitalized terms used but not defined in these Country-Specific Terms are defined in the Plan or the Summary of Grant and Restricted Stock Unit Agreement and have the meanings set forth therein.

HONG KONG

Notifications

Securities Law Information. The Restricted Stock Units and the shares of Common Stock to be issued upon vesting of the Restricted Stock Units do not constitute a public offer of securities and are available only for employees of the Company or a Subsidiary.

ITALY

Terms and Conditions

Data Privacy. The following provision replaces in its entirety Section 17 of the Agreement:

You understand that Your employer, the Company and its Subsidiaries, as applicable, hold and process pursuant to D.lgs 196/2003 certain personal information about You regarding Your employment, the nature and amount of Your compensation and the fact and conditions of Your participation in the Plan, including, but not limited to, Your name, home address, telephone number and e-mail address, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company and its Subsidiaries, details of all options, awards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in Your favor (the “Data”), for the purpose of implementing, administering and managing the Plan.

The Controller of personal data processing is Barnes Group Inc., 123 Main Street, Bristol, Connecticut 06010, USA, and, pursuant to D.lgs 196/2003, its representative in Italy is Synventive Molding Solutions Italy S.R.L., with a registered office at CORSO MONFORTE, 2, 20122 Milan, Italy. You understand that the Data shall not be disclosed and may only be communicated or transferred, for the purposes specified above, to the Company or any of its Subsidiaries or to any third parties assisting in the implementation, administration and

management of the Plan, including any transfer required to a broker or other third party with whom shares acquired pursuant to the vesting of the Restricted Stock Units or cash from the sale of such shares may be deposited. Furthermore, the recipients that may process, receive, possess, use, retain and transfer such Data for the above mentioned purposes may be located in Italy or elsewhere, including outside of the European Union and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country. The list of the subjects to which your Data have been or may be communicated/transferred can be obtained by contacting the Director of Human Resources, Barnes Industrial, (860) 409-4644.

The processing activity, including the transfer of your personal data abroad, outside of the European Union, as herein specified and pursuant to D.lgs. 196/2003, does not require your consent thereto as the processing is necessary for the performance of contractual obligations related to the implementation, administration and management of the Plan.

You understand that Data will be held only as long as is required by law or as necessary to implement, administer and manage your participation in the Plan. You understand that pursuant to art.7 of D.lgs 196/2003, you have the right, including but not limited to, to access, delete, update, request the rectification of your Data and cease, for legitimate reasons, the Data processing. Furthermore, you are aware that your Data will not be used for direct marketing purposes. In addition, the Data provided can be reviewed and questions or complaints can be addressed by contacting the Director of Human Resources, Barnes Industrial, (860) 409-4644.

SINGAPORE

Notifications

Securities Law Notice. The Restricted Stock Units are being granted pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. You should note that such grant is subject to section 257 of the SFA and You will not be able to make any subsequent sale in Singapore, or any offer of such subsequent sale of the shares of Common Stock underlying the Restricted Stock Units unless such sale or offer in Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA.

SPAIN

Terms and Conditions

Nature of Grant. This provision supplements Section 16 of the Agreement titled “Nature of Grant; No Entitlement; No Claim for Compensation ˮ:

In accepting the Grant, You consent to participate in the Plan and acknowledge that You have received a copy of the Plan.

You understand that the Company has unilaterally, gratuitously and discretionally decided to grant Restricted Stock Units under the Plan to individuals who may be employees of the Company or a Subsidiary throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or a Subsidiary. Consequently, You understand that the Grant is granted on the assumption and condition that the Grant and any shares of Common Stock issued are not part of any employment contract (either with the Company or any Subsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, You understand that You will not be entitled to continue vesting in the Grant after termination of Your employment. In addition, You understand that the Grant would not be granted to You but for the assumptions and conditions referred to herein; thus, You acknowledge and freely accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Grant and any right to the Grant shall be null and void.

TURKEY

Notifications

symbol “B” and shares of Common Stock acquired under the Plan may be sold through this exchange.

UNITED KINGDOM

Terms and Conditions

Notwithstanding anything to the contrary in the Plan, the Restricted Stock Units may only be settled in shares of Common Stock.

WARNING: The contents of the Summary of Grant, the Restricted Stock Unit Agreement, these Country-Specific Terms and the Plan have not been reviewed by any regulatory authority in Hong Kong, Italy, Singapore, Spain, Turkey or the United Kingdom or any other jurisdiction. You are advised to exercise caution in relation to the Restricted Stock Units. If You are in any doubt as to the contents of the Summary of Grant, the Restricted Stock Unit Agreement, these Country-Specific Terms or the Plan, You should obtain independent professional advice.]

EXHIBIT 10.4

BARNES GROUP INC.

2023 STOCK AND INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT SUMMARY OF GRANT

For [Non-U.S.] Directors

Barnes Group Inc., a Delaware corporation (the “Company”), under the 2023 Barnes Group Inc. Stock and Incentive Award Plan, as may be amended from time to time (the “Plan”), hereby grants to the individual named below (“You” or “Grantee”) this Restricted Stock Unit Award (the “Grant”), representing the number of restricted stock units set forth below (each a “Restricted Stock Unit”). This Grant entitles You to receive, without payment to the Company and at the applicable time or times set forth below, a number of shares of Common Stock equal to the number of Restricted Stock Units listed below that vest subject to this Restricted Stock Unit Summary of Grant (this “Summary of Grant”), and the Restricted Stock Unit Agreement attached as Exhibit A (the “Restricted Stock Unit Agreement”) and the Plan, both of which are incorporated herein by reference and made part hereof. The Grant also entitles You to be paid Dividend Equivalents as set forth in the Restricted Stock Unit Agreement. Unless otherwise defined, capitalized terms used in this Summary of Grant and the Restricted Stock Agreement have the meanings set forth in the Plan.


Grantee:	[__________________________]
Grant Date:	[_______]
Number of Restricted Stock Units and Vesting Schedule:	[_______] Restricted Stock Units. The Restricted Stock Units will vest as follows:
	No. of Restricted Stock Units	Vesting Date
	Except as provided otherwise in the Restricted Stock Unit Agreement, the Restricted Stock Units will vest in accordance with the foregoing vesting schedule if You remain in continued service with the Company through the applicable vesting date.

Grant Acceptance:

under the Plan, this Summary of Grant or the Restricted Stock Unit Agreement. In no event do You acquire any rights to the Grant unless You electronically accept, no later than 60 days after the Grant Date, this Summary of Grant and the attached Restricted Stock Unit Grant Agreement.

EXHIBIT A

RESTRICTED STOCK UNIT AGREEMENT

FOR [NON-U.S.] DIRECTORS

NOW, THEREFORE, in consideration of the agreements of each, and for other good and valuable consideration, the parties agree as follows:

1.Definitions.

(b)“Disability” means “disability” as set forth in Treasury Regulation Section 1.409A-3(i)(4)(i).

(c)“Separation from Service” means ceasing to be a member of the Board which constitutes a “separation from service with the employer” within the meaning of Treasury Regulation Section 1.409A-1(h), where the “employer” means the Company and all corporations and trades or businesses with which the Company 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)).

(d)“Separation from Service by Retirement” means a Separation from Service from the Company in accordance with the Company’s corporate governance guidelines.

2.Dividend Equivalents. On each date on which a dividend (other than a dividend paid in Common Stock, which is subject to the adjustment provided in Section 8 of the Plan) is paid to the holders of Common Stock, the record date of which falls during the period commencing on the Grant Date and ending on the first date on which all of the Restricted Stock Units have either been forfeited pursuant to this Agreement or paid pursuant to this Agreement as in effect from time to time on or after the Grant Date (a “Dividend Payment Date”), the Company will [[pay] or [credit]] You an amount of money (“Dividend Equivalents”) determined by multiplying (a) the number of the Restricted Stock Units (if any) that were neither forfeited nor paid on or before such dividend record date, times (b) the dividend per share paid on such Dividend Payment Date. However, if the dividend is paid in property other than cash, the amount of money to be paid to You in respect of such dividend will be determined by multiplying (i) the number of the Restricted Stock Units (if any) that were neither forfeited nor paid on or before such dividend record date, times (ii) the fair market value on such Dividend

Payment Date of the property that was paid per share of Common Stock as a dividend on such Dividend Payment Date. The fair market value of the property that was paid will be determined by the Committee in its sole and absolute discretion.

(a)Voluntary or Involuntary Termination. If You have a Separation from Service for any reason other than (i) death, (ii) Disability, or (iii) Separation from Service by Retirement, any Restricted Stock Units that have not become non-forfeitable on or before the date on which You have a Separation from Service will be forfeited as of that date, and all of Your rights and interest in and to such forfeited Restricted Stock Units will thereupon terminate without payment of consideration by the Company. No Grant or other amount payable to You will be reduced by the amount of any Dividend Equivalents previously paid to You with respect to the forfeited Restricted Stock Units.

(b)Death or Disability. If You have a Separation from Service on account of Your death or incur a Disability (and irrespective of whether a Separation from Service occurs at the time of such Disability), then any Restricted Stock Units that did not become non-forfeitable before the date on which Your death or Disability occurs will become non-forfeitable on that date.

(c)Retirement. If You have a Separation from Service by Retirement (so long as there is no Cause), then the portion of any Restricted Stock Units that did not become non-forfeitable before the date of Separation from Service by Retirement will become non-forfeitable on that date.

(d)Change in Control. (A) If this Agreement is not assumed by the Successor Corporation and You did not have a Separation from Service before the date on which a Change in Control occurs, then, any Restricted Stock Units that did not become non-forfeitable before the Change in Control occurs will become non-forfeitable immediately prior to the effective date of the Change in Control, or (B) If this Agreement is assumed by the Successor Corporation and You are terminated by the Company or the Successor Corporation without Cause within 90 days prior to the Change in Control or within 18 months following the Change in Control, then effective immediately prior to Your Separation from Service, any Restricted Stock Units that did not become non-forfeitable prior to Your Separation from Service will become non-forfeitable on the date of Your Separation from Service.

(e)Acceptance. By electronically accepting this Grant, You irrevocably consent to any forfeiture of Restricted Stock Units required or authorized by this Agreement.

4.Issuance of Shares. If a Restricted Stock Unit becomes non-forfeitable pursuant to the terms of this Agreement, a share of Common Stock will be credited to a brokerage account established by the Company in Your name (or, in the event of Your death, in the name of Your Beneficiary) in payment of such Restricted Stock Unit on the date on which the Restricted Stock Unit becomes non-forfeitable, or as soon as practicable thereafter, but not later than 60 days thereafter (which date during that 61 day period will be determined by the Company). All shares of Common Stock issued under this Agreement will be duly authorized, validly issued, fully paid and non-assessable.

6.Your Commitments; Recoupment.

Conduct, or, at any time, engage in conduct adverse to the best interests of the Company or any of its Subsidiaries; then should any of the foregoing events occur, the Grant will be canceled, unless the Committee, in its sole discretion, elects not to cancel such Grant. The obligations in this Section are in addition to any other agreements related to non-competition, non-solicitation and preservation of Company confidential and proprietary information entered into between You and the Company, and nothing herein is intended to waive, modify, alter or amend the terms of any such other agreement.

7.Restrictions on Grant. In no event may (a) You sell, exchange, transfer, assign, pledge, hypothecate, mortgage or dispose of the Grant or any interest therein, nor (b) the Grant or any interest therein be subject to anticipation, attachment, garnishment, levy, encumbrance or charge of any nature, voluntary or involuntary, by operation of law or otherwise and any attempt to do so, whether voluntary or involuntary, will be null and void and no other party will obtain any rights to or interest in the Grant. You may designate a Beneficiary to receive the Grant in the event of Your death in accordance with Section 2(c) of the Plan [NON-US ADD: to the extent such designation is valid under applicable law]. Any Beneficiary will receive the Grant subject to all of the terms, conditions and restrictions set forth in this Agreement, including but not limited to the forfeiture provisions set forth in this Agreement.

will have been effected or obtained free of any conditions not acceptable to the Committee and any delay will in no way affect the dates of vesting or forfeiture of the Grant.

[[Any] or [NON-US USE: Where permitted by local law, any]] claim, demand or controversy arising from such interpretation, construction or determination by the Committee shall be submitted first to a mediator in accordance with the rules of the American Arbitration Association (“AAA”) by submitting a mediation request to the Administrator within 30 days of the date of the Committee’s interpretation or construction. The mediation process shall conclude upon the earlier of: (i) the resolution of the dispute; (ii) a determination by either the mediator or one or more of the parties that all settlement possibilities have been exhausted and there is no possibility of resolution; or (iii) 30 days have passed since the filing of a request to mediate with the AAA. A party who has previously submitted a dispute to mediation, and which dispute has not been resolved, may [NON-US ADD: , where permitted by local law,] submit such dispute to binding arbitration pursuant to the rules of the AAA. Any arbitration proceeding for such dispute must be initiated within 14 days from the date that the mediation process has concluded. The prevailing party shall recover its costs and reasonable attorney’s fees incurred in such arbitration proceeding. You and the Company specifically understand and agree that the failure of a party to timely initiate a proceeding hereunder shall bar the party from any relief or other proceeding and

any such dispute shall be deemed to have been finally and completely resolved. All mediation and arbitration proceedings shall be conducted in Bristol, Connecticut or such other location as the Company may determine and You agree that no objection shall be made to such jurisdiction or venue, as a forum non conveniens or otherwise. The arbitrator’s authority shall be limited to resolution of the legal disputes between the parties and the arbitrator shall not have authority to modify or amend this Agreement or the Committee’s interpretation or construction thereof, or abridge or enlarge rights available under applicable law. Any court with jurisdiction over the parties may enforce any award made hereunder.

14.General.

(c)This Agreement is binding upon the successors and assigns of the Company and upon Your Beneficiary, estate, legal representatives, legatees and heirs.

(d)This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

[NON-US REPLACE WITH:

(a)You have no rights as a stockholder with respect to any shares that may be issued pursuant to this Agreement until the date of issuance to You of a stock certificate for such shares or the date of a credit for such shares in a brokerage account in Your name.

(b)This Agreement is binding upon the successors and assigns of the Company and upon Your Beneficiary, estate, legal representatives, legatees and heirs.

(c)This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

(d)If applicable, any shares that may be earned pursuant to this Agreement are intended to qualify as “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code. Any provision of this Agreement that would prevent any such shares from so qualifying will be administered, interpreted and

construed to carry out such intention, and any provision that cannot be so administered, interpreted and construed will to that extent be disregarded.]

[NON-US ADD SECTIONS 15-18:

16.Nature of Grant; No Entitlement; No Claim for Compensation. In accepting this Grant, You acknowledge the following:

(a) The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time.

(d) You are voluntarily participating in the Plan.

17.Data Privacy.

(a) You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of Your personal data as described in this Agreement by and among, as applicable, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing Your participation in the Plan.

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Barnes Group Inc. of our report dated February 21, 2023 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Barnes Group Inc.'s Annual Report on Form 10-K for the year ended December 31, 2022.

/s/ PricewaterhouseCoopers LLP
Hartford, Connecticut

May 8, 2023