Exhibit 10.2


 


FORM OF NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT


 


RESTRICTED
STOCK AGREEMENT


 


THIS RESTRICTED STOCK
AGREEMENT (this “Agreement”) is made as of
                      ,
2008, between Symmetry Medical Inc., a Delaware corporation (the “Company”),
and
                                      
                               (“Grantee”).


 


WHEREAS, the Grantee is a
director of the Company; and


 


WHEREAS, the grant of the
shares of restricted stock (as governed by the Company’s Amended and Restated
2004 Equity Incentive Plan (the “Plan”)) to the Grantee described herein
has been authorized by the Company’s Compensation Committee and Board of
Directors (the “Board”).


 


NOW, THEREFORE, pursuant
to the Plan, the Company, upon the terms and conditions set forth herein,
hereby grants to you 3,700 restricted shares of Common Stock, par value $.0001,
(“Common Stock”) of the Company (the “Restricted Shares”)
effective as of the date hereof (the “Date of Grant”), and subject to
the terms and conditions of the Plan and the terms and conditions of this
Agreement.


 


1. Definitions.
All capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to them in the Plan.


 


2. Issuance of Shares.
In consideration of the Grantee’s service as a director of the Company, the
Restricted Shares shall be issued to the Grantee, and, upon payment to the
Company by the Grantee of the aggregate par value thereof, which payment shall
be made within 10 days of the date hereof, shall be fully paid and
nonassessable and shall be represented by a certificate or certificates issued
in the name of the Grantee and endorsed with an appropriate legend referring to
the restrictions hereinafter set forth.


 


3. Restrictions on
Transfer of Shares. The Restricted Shares may not be sold, assigned,
transferred, conveyed, pledged, exchanged or otherwise encumbered or disposed
of (each, a “Transfer”) by the Grantee, except to the Company, until
they have become nonforfeitable as provided in Section 4 hereof. Any
purported encumbrance or disposition in violation of the provisions of this Section 3
shall be void AB INITIO, and the
other party to any such purported transaction shall not obtain any rights to or
interest in the Restricted Shares. As and when permitted by the Plan, the
Committee may in its sole discretion waive the restrictions on transferability
with respect to all or a portion of the Restricted Shares. Notwithstanding the
foregoing, Grantee may not Transfer Restricted Shares which have become
nonforfeitable as provided in Section 3 hereof unless such Restricted
Shares are registered pursuant to the Securities Act of 1933 (the “Securities
Act”) or under Rule 144 promulgated under the Securities Act or unless
the Company and its counsel agree with Grantee that such Transfer is not
required to be registered under the Securities Act.


 


4. Vesting of Shares.


 


(a) Subject to Section 5
hereof, the Restricted Shares shall vest and become nonforfeitable if the
Grantee remains a director of the Company through the vesting dates set forth
below with respect to the number of Restricted Shares set forth next to such
date:


 


	
  Vesting Date

  	
   

  	
  Number of Restricted

  Shares Vesting on

  such Vesting Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 31, 2008

  	
   

  	
  1,233

  	
   

  
	
  December 31, 2009

  	
   

  	
  1,233

  	
   

  
	
  December 31, 2010

  	
   

  	
  1,234

  	
   

  



 

















 


(b) Notwithstanding
the provisions of Section 4(a) above, in connection with a Change in
Control, the provisions set forth in Section 13 of the Plan shall govern
with respect to the acceleration of the vesting of the Restricted Shares.


 


(c) Notwithstanding
the provisions of Section 4(a) above, the Board may, in its sole
discretion, accelerate the vesting of shares of the Restricted Shares at any
time.


 


5. Forfeiture of
Shares. If the Grantee ceases to be a director of the Company due to death,
Disability or Retirement during any period of restriction, any non-vested
Restricted Shares shall immediately vest and all restrictions on the Restricted
Shares shall lapse. If the Grantee ceases to be a director of the Company for
any other reason, any non-vested Restricted Shares shall be forfeited by the
Grantee and the certificate(s) representing the non-vested portion of the
Restricted Shares so forfeited shall be canceled.


 


6. Dividend, Voting
and Other Rights. Except as otherwise provided in this Agreement, from and
after the Date of Grant, the Grantee shall have all of the rights of a
stockholder with respect to the Restricted Shares, including the right to vote
the Restricted Shares and receive any dividends that may be paid thereto,
provided, however, that any additional Common Stock or other securities that
the Grantee may become entitled to receive pursuant to a stock dividend, stock
split, recapitalization, combination of shares, merger, consolidation,
separation or reorganization or any other change in the capital structure of
the Company shall be subject to the same risk of forfeiture and restrictions on
transfer as the forfeitable Restricted Shares in respect of which they are
issued or transferred and shall become Restricted Shares for the purposes of
this Agreement.


 


7. Retention of Stock
Certificate(s) by the Company. The certificate(s) representing
the Restricted Shares shall be held in custody by the Company, together with a
stock power in the form of Exhibit A hereto which shall be endorsed in
blank by the Grantee and delivered to the Company within 10 days of the date
hereof, until such shares have become nonforfeitable in accordance with Section 4.


 


8. Investment
Representation. Grantee hereby represents and warrants to the Company that:
(i) the Grantee has had an opportunity to ask questions and receive
answers concerning the terms and conditions of the offering of the Restricted
Shares and has had full access to such other information concerning the Company
as it has requested; (ii) Grantee is acquiring the Restricted Shares to be
acquired by it hereunder for its own account with the present intention of
holding such securities for purposes of investment; (iii) Grantee is an “accredited
investor” within the meaning of Rule 501 Regulation D promulgated under
the Securities Act; (iv) Grantee understands that the Restricted Shares
constitute “restricted securities” within the meaning of Rule 144
promulgated under the Securities Act and the certificates representing such
Restricted Shares will bear a legend stating, and Grantee hereby agrees, that
such securities may not be transferred without the consent of the issuer or its
legal counsel as to compliance with the Securities Act; (v) Grantee does
not intend to sell such securities in a public distribution in violation of any
applicable foreign, federal or state securities laws.


 


9.  Reserved.


 


10. Compliance with
Law. The Company shall make reasonable efforts to comply with all
applicable federal and state securities laws, provided, however, notwithstanding
any other provision of this Agreement, the Company shall not be obligated to
issue or release from restrictions on transfer any Restricted Shares pursuant
to this Agreement if such issuance or release would result in a violation of
any such law.


 


11. Withholding Taxes.
If the Company shall be required to withhold any federal, state, local or
foreign tax in connection with any issuance or vesting of Restricted Shares or
other securities pursuant to this Agreement, and the amounts available to the
Company for such withholding are insufficient, the Grantee shall pay the tax or
make provisions that are satisfactory to the Company for the payment thereof.
The Grantee may elect to satisfy all or any part of any such withholding
obligation by surrendering to the Company a portion of the Restricted Shares
that become nonforfeitable hereunder, and the Restricted Shares so surrendered
by the Grantee shall be credited against any such withholding obligation at the
market value (determined with reference to the then current price of the
Company’s Common Stock as quoted on the New York Stock Exchange) per Share of
such Restricted Shares on the date of such surrender.


 

















 


12. Conformity with
Plan. The Agreement and the Restricted Shares granted pursuant hereto are
intended to conform in all respects with, and are subject to all applicable
provisions of, the Plan (which is incorporated herein by reference).
Inconsistencies between this letter agreement and the Plan shall be resolved in
accordance with the terms of the Plan. By executing this Agreement, you
acknowledge and agree to be bound by all of the terms of this Agreement and the
Plan.


 


13. Amendments.
The provisions of this Agreement may be amended and waived only with the prior
written consent of the Company and the Grantee.


 


14. Severability.
In the event that one or more of the provisions of this Agreement shall be
invalidated for any reason by a court of competent jurisdiction, any provision
so invalidated shall be deemed to be separable from the other provisions
hereof, and the remaining provisions hereof shall continue to be valid and
fully enforceable.


 


15. Successors and
Assigns. The provisions of this Agreement shall inure to the benefit of,
and be binding upon, the successors, administrators, heirs, legal
representatives and assigns of the Grantee and the successors and assigns of
the Company.


 


16. Notices. Any
notice to the Company provided for herein shall be in writing to the attention
of the Secretary of the Company at Symmetry Medical Inc., 3724 N State Road 15,
Warsaw, Indiana 46582, and any notice to the Grantee shall be addressed to the
Grantee at his address currently on file with the Company. Except as otherwise
provided herein, any written notice shall be deemed to be duly given if and when
hand delivered, or five business days after having been mailed by United States
registered or certified mail, return receipt requested, postage prepaid, or
three business days after having been sent by a nationally recognized overnight
courier service, addressed as aforesaid. Any party may change the address to
which notices are to be given hereunder by written notice to the other party as
herein specified, except that notices of changes of address shall be effective
only upon receipt.


 


17. Governing Law.
The laws of the State of New York, without giving effect to the principles of
conflict of laws thereof, shall govern the interpretation, performance and
enforcement of this Agreement.


 


IN WITNESS WHEREOF, the
undersigned have executed this Agreement as of the date first set forth above.


 


 


	
   

  	
   

  	
  SYMMETRY
  MEDICAL INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ACKNOWLEDGED
  AND AGREED:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Signature of Grantee)

  	
   

  	
   

  	
   

  



 

















 


EXHIBIT
“A”


 


FORM OF
ASSIGNMENT SEPARATE FROM CERTIFICATE


 


FOR VALUE RECEIVED,                                      hereby sells,
assigns and transfers unto
                                        ,
             shares
of the Common Stock, par value $0.001 per share, of Symmetry Medical Inc., a
Delaware corporation (the “Company”) standing in its name on the books
of said Company represented by Certificate Number
            , and
does hereby irrevocably constitute and appoint
                    
as attorney to transfer the said stock on the books of the Company with full
power of substitution in the premises.


 


	
  Date:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Holder

  



 


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