Barnes Announces Performance-Vested Stock Option Grant to New Chief Executive Officer

Jul 14, 2022

Barnes Group Inc. (NYSE: B) (“Barnes” or “the Company”), a global provider of highly engineered products, differentiated industrial technologies, and innovative solutions, today announced that in accordance with New York Stock Exchange rules and pursuant to the offer letter between the Company and Thomas J. Hook, the Company’s newly appointed President and Chief Executive Officer, dated June 18, 2022, the Company granted to Mr. Hook on July 14, 2022, an award of performance-vested stock options to purchase 1,183,406 shares of Barnes common stock at an exercise price of $30.32. The stock options have a ten-year term and cliff-vest in five years, subject to Mr. Hook’s continued service and the achievement of compound annual growth rates (“CAGRs”) in the price of the Company’s common shares above the option exercise price as of the fifth anniversary of the grant date, with 0% vesting at a CAGR of less than 5%, 33.3% vesting at a CAGR of 5%, 66.6% vesting at a CAGR of 7% and 100% vesting at a CAGR of 9% or greater, with linear interpolation between such CAGR levels. The stock options would be subject to full accelerated vesting in the event of certain qualifying involuntary terminations of Mr. Hook’s service, subject to his execution of a release of claims in favor of Barnes.

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