UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
BARNES GROUP INC.
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1-04801 |
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06-0247840 |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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123 Main Street, Bristol, Connecticut |
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06011-0489 |
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(Address of principal executive offices) |
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(Zip Code) |
(860) 583-7070
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 1.01 Entry Into A Material Definitive Agreement
Executive Compensation. On March 7, 2005, the Company's Compensation and Management Development Committee (the "Compensation Committee") approved the following grants: |
Each of the awards described below was made pursuant to, and is governed by, the terms of the Company's Stock and Incentive Award Plan, which has been approved by the Company's stockholders. |
Restricted |
Performance |
Stock |
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E.M. Carpenter |
32,000 |
58,000 |
200,000 |
Restricted Stock Units |
The restricted stock units become payable in Common Stock as follows: 33.34% on August 16, 2007 and 33.33% on each of August 16, 2008 and August 16, 2009; provided, that the restricted stock units have not been forfeited and he is in compliance with the covenant not to compete and release of claims referred to in the following paragraph. Payment will be accelerated in the event of Mr. Carpenter's death, disability termination or upon a change in control of the Company. |
The restricted stock units become non-forfeitable if Mr. Carpenter's employment terminates on or after December 31, 2006 other than for cause, or if Mr. Carpenter's employment is terminated by the Company before December 31, 2006 without cause; provided, in each case that he executes a covenant not to compete and release of claims. The restricted stock units will also become non-forfeitable if his employment terminates before December 31, 2006 by reason of death or disability or upon a change of control. The restricted stock units will be forfeited on any other termination of employment. |
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Performance Share Awards |
Stock Options |
The stock options will be forfeited upon termination of employment unless the termination of employment is upon a change in control, or is due to death or disability, or is on or after December 31, 2006 other than for cause and Mr. Carpenter executes a covenant not to compete and complies with such covenant. In the event of one of the foregoing exceptions, the stock options will terminate as follows: |
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If employment terminates by reason of death or disability, the stock options will terminate one year after employment terminates. |
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If Mr. Carpenter does not execute a release of claims at the time employment terminates on or after December 31, 2006, the stock options will terminate one year after employment terminates or, if later, one year after the stock option becomes exercisable. |
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If Mr. Carpenter executes a release of claims at the time employment terminates on or after December 31, 2006, the stock options will terminate one year after the stock option becomes exercisable or, if later, five years after employment terminates. |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. |
Dated: March 11, 2005 |
BARNES GROUP INC. |
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(Registrant) |
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By: /s/ SIGNE S. GATES |
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Signe S. Gates |
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