Exhibit 10.1


 


FORM OF KEY EMPLOYEE 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
an employee 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 approved by the Company’s Compensation Committee.


 


NOW, THEREFORE, pursuant
to the Plan, the Company, upon the terms and conditions set forth herein,
hereby grants to you
              
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 an employee 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, unless
and 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 4 hereof unless such
Restricted Shares are registered pursuant to the Securities Act of 1933 (the “Securities
Act”), are sold under Rule 144 promulgated under the Securities Act or
unless the Company, after consultation with counsel, 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
paragraph (b) below and Section 5 hereof, the Restricted Shares shall
vest and become nonforfeitable if the Grantee remains an employee of the
Company through the last day of the fiscal year relating to calendar year 2010.


 


(b) Notwithstanding
the provisions of Section 4(a) above, the Restricted Shares shall
vest and become nonforfeitable as set forth in Section 4(a) above on
the vesting date only if the Company achieves: (i) an aggregate amount of
Operating Income for the fiscal years relating to calendar years 2008, 2009 and
2010, at least equal to (ii) the aggregate amount of Minimum Operating
Income for such three fiscal years. For purposes of the Section 4, “Operating
Income” shall mean, with respect to any Person(s) for any period, the
earnings of such Person(s) for such period before interest and taxes for
such period, determined on a consolidated basis in accordance with United
States generally accepted accounting principles as in effect from time to time.
“Minimum Operating Income” shall mean, with respect to any fiscal year,
targeted Operating Income with respect to such fiscal year as such targeted
Operating 


 

















 


Income is (A) determined
in accordance with the Company’s budgeting and forecast procedures, and (B) approved
by the Committee. Determinations and interpretations of the Committee on all
matters relating to the Plan and this Agreement, including determinations and
interpretations with respect to Operating Income and Minimum Operating Income,
shall be in the Committee’s sole discretion and shall be conclusive and binding
on the Grantee and the Company.


 


(c) 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.


 


(d) Notwithstanding
the provisions of Section 4(a) or 4(b) above, the Committee may,
in its sole discretion, vest or accelerate the vesting of shares of the
Restricted Shares at any time.


 


(e) Notwithstanding
the provisions of Section 4(a) or 4(b) above, the Restricted
Shares shall automatically vest and become nonforfeitable seven (7) years
from the Date of Grant.


 


5. Forfeiture of Shares.
If the Grantee ceases to be an employee of the Company due to death or
Disability during any period of restriction, any non-vested Restricted Shares
shall immediately vest and all restrictions on the Restricted Shares shall
lapse and certificate(s) representing such Restricted Shares shall be
delivered by the Company reasonably promptly upon a request by the Grantee. If
the Grantee ceases to be an employee 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, certificate
delivery provisions 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. 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.


 


9. 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.


 


10. 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.


 


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


 


12. 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.


 


13. 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.


 


14. 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.


 


15. 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