Exhibit 10.26


 


Accellent
Holdings Corp.


 


Directors’
Deferred Compensation Plan


 

















 


[ACCELLENT]


 


Directors’
Deferred Compensation Plan


 


Table
of Contents


 


	
  ARTICLE I

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  ELECTION TO DEFER

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  DEFERRED COMPENSATION ACCOUNTS

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  PAYMENT OF DEFERRED COMPENSATION

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  ADMINISTRATION

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  AMENDMENT OF PLAN; GOVERNING LAW; SECTION
  409A

  	
  5

  
	
   

  	
   

  	
   

  
	
  APPENDIX A

  	
   

  	
  6

  



 

















 


ARTICLE I


 


DEFINITIONS


 


1.1                                 “Affiliate”
shall mean, with respect to the Investor, or the Company any entity directly or
indirectly controlling, controlled by, or under common control with the
Investor or the Company.


 


1.2                                 “Board”
shall mean the Board of Directors of Accellent Holdings Corp.


 


1.3                                 “Change
in Control” means (i) the sale of all or substantially all of the assets of the
Company to an Unaffiliated Person; (ii) a sale by the Company, the Investor or
any of their respective Affiliates resulting in more than 50% of the voting
stock of the Company being held by an Unaffiliated Person; (iii) a merger or
consolidation of the Company with or into an Unaffiliated Person; if and only if any such event listed in
clauses (i) through (iii) above results in the inability of the Investor or any
member or members of the Investor, to designate or elect a majority of the
Board (or the board of directors of the resulting entity or its parent
company).  For purposes of this
definition, the term “Unaffiliated Person” means any Person or Group who
is not (x) the Investor or any member of the Investor, (y) an Affiliate of the
Investor or any member of the Investor, or (z) an entity in which the Investor,
or any member of the Investor holds, directly or indirectly, a majority of the
economic interests in such entity.


 


1.4                                 “Common
Stock” shall mean the Common Stock of the Company.


 


1.5                                 “Company”
means Accellent Holdings Corp.


 


1.6                                 “Director”
shall mean a member of the Board who is not an employee of the Company or any
of its subsidiaries.


 


1.7                                 “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


1.8                                 “Fair
Market Value Per Share” shall mean the Market Value Per Share, or, if there has
been no Public Offering, the fair market value of the Common Stock as
determined in the good faith discretion of the Board.


 


1.9                                 “Fees”
shall mean amounts earned for serving as a member of the Board, including any
committees of the Board.


 


1.10                           “Group”
means “group,” as such term is used for purposes of Section 13(d) or 14(d) of
the Exchange Act.


 


1.11                           “He”,
“Him”, or “His” shall apply equally to male and female members of the Board.


 


1.12                           “Investor”
means, collectively, Accellent Holdings LLC, Bain Capital Integral Investors,
LLC and BCIP TCV, LLC.


 


1

















 


1.13                           “Market
Value Per Share” shall mean, for any given day, the price per share equal to
(i) the last sale price of the Common Stock on the such day on the
principal stock exchange on which the Common Stock may at the time be listed
or, (ii) if there shall have been no sales on such exchange on such day,
the average of the closing bid and asked prices of the Common Stock on such
exchange on such day or, (iii) if there is no such bid and asked price on
such day, the average of the closing bid and asked prices of the Common Stock
on the next preceding date when such bid and asked price occurred or,
(iv) if the Common Stock shall not be so listed, the closing sales price
of the Common Stock as reported by NASDAQ on such day in the over-the-counter
market.


 


1.14                           “Person”
means “person,” as such term is used for purposes of Section 13(d) or 14(d) of
the Exchange Act.


 


1.15                           “Plan”
shall mean the Accellent Holdings Corp. Directors’ Deferred Compensation Plan
for Directors, as it may be amended from time to time.


 


1.16                           “Public
Offering” shall mean the sale of shares of Common Stock to the public
subsequent to the date hereof pursuant to a registration statement under the
Securities Act of 1933, as amended, and the rules and regulations in effect
thereunder, which has been declared effective by the Securities Exchange Commission
(other than a registration statement on Form S-4, Form S-8 or any other similar
form.


 


1.17                           “Stock
Account” shall mean the account created by the Company pursuant to Article III of this Plan in accordance with an
election by a Director to receive stock compensation under Article II hereof.


 


1.18                           “Year”
shall mean a calendar year.


 


ARTICLE II


 


ELECTION TO DEFER


 


2.1                                 A
Director may elect, on or before December 15 of any Year, to defer payment of
all or a specified part of all Fees to be earned during the Year following the
Year in which such election occurs and succeeding Years (until the Director
ceases to be
a Director or changes his election pursuant to Section 2.3 herein);
provided, however, that with respect to the first Year in which a Director becomes
eligible to participate in the Plan, the Director may make an initial election
within thirty (30) days after the date the Director becomes so eligible to
defer payment of all or a specified part of such Fees earned following the date
on which such initial election is made during the remainder of such Year and for any succeeding Years.


 


2.2                                 The
election to participate in the Plan and manner of payment shall be designated
by submitting a letter in the form attached hereto as Appendix A to the
Secretary of the Company.


 


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2.3                                 The
election shall continue from Year to Year and become irrevocable on December 15
of each Year, unless the Director changes or terminates it by written request
delivered to the Secretary of the Company prior to December 15 of the Year
preceding the commencement of the Year for which the changes or termination is first effective.


 


ARTICLE III


 


DEFERRED COMPENSATION ACCOUNTS


 


3.1                                 The
Company shall maintain separate memorandum accounts for the Fees deferred by
each Director.


 


3.2                                 The
Company shall credit, on the date Fees become payable, the Stock Account of
each Director with a number of shares of Common Stock which is equal to the
deferred portion of any Fee due the Director as to which an election to defer
Fees into the Stock Account has been made, divided by the Fair Market Value Per
Share determined as of the date such Fees would otherwise have been paid.


 


3.3                                 The
Company shall credit the Stock Account of each Director who has elected to
receive deferred compensation in the form of Common Stock with the number of shares of Common Stock
equal to any cash dividends (or the fair market value of dividends paid in
property other than dividends payable in Common Stock) payable on the number of
shares of Common Stock represented in each Director’s Stock Account, divided by
the Fair Market Value Per Share on the applicable dividend payment date.
Dividends payable in Common Stock will be credited to each Director’s Stock
Account in the form of the right to receive Common Stock. If adjustments are
made to the outstanding shares Common Stock as a result of split-ups,
recapitalizations, mergers, consolidations and the like, an appropriate
adjustment also will be made in the number of shares of Common Stock credited
to the Director’s Stock Account.


 


3.4           Common
Stock shall be computed to three decimal places.


 


3.5                                 The
right to receive Common Stock at a later date shall not entitle any person to
rights of a stockholder with respect to such Common Stock unless and until
shares of Common Stock have been issued to such person pursuant to Article IV
hereof.


 


3.6                                 The
Company shall not be required to acquire, reserve, segregate, or otherwise set
aside shares of its Common Stock for the payment of its obligations under the
Plan, but shall make available as and when required a sufficient number of
shares of its Common Stock to meet the needs of the Plan.


 


3.7                                 Nothing
contained herein shall be deemed to create a trust of any kind or any fiduciary
relationship. To the extent that any person acquires a right to receive
payments from the Company under the Plan, such right shall be no greater than
the right of any unsecured general creditor of the Company.


 


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ARTICLE IV


 


PAYMENT OF DEFERRED COMPENSATION


 


4.1                                 Subject
to the other provisions of this Article IV, amounts contained in a Director’s
Stock Account shall be distributed as the Director’s election (made pursuant to
Paragraph 2.2 of Article II hereof) shall provide.  Distributions from the Director’s Stock
Account shall be paid in cash or Common Stock, as the Director shall be
permitted to elect at the time such account is to be distributed, and any such
distributions shall begin on the tenth (10th) business day following
the day on which a Director separates from service with the Board.


 


4.2                                 Each
Director shall have the right to designate one or more beneficiaries to succeed
to his right to receive payments hereunder in the event of his death. Each
designated beneficiary shall receive payments in the same manner as the
Director if he had lived. In case of a failure of designation or the death of
all designated beneficiaries without any designated successors, the balance of
the amounts contained in the Director’s Stock Account shall be payable in
accordance with Section 4.1 to the Director’s or former Director’s estate in
full on the first day of the Year following the Year in which he dies. No
beneficiary designation shall be valid unless it is in writing, signed by the
Director and filed with the Secretary of the Company.


 


4.3                                 In
the event of a Change in Control, (i) all amounts contained in each Director’s
Stock Account shall be distributed on the tenth (10th) business day
after the occurrence of such Change in Control and (ii) any Director who elects
to have his or her Stock Account distributed in shares of Common Stock must
notify the Company of such election in writing no later than the fifth (5th)
business day prior to the Change in Control.


 


4.4                                 In
the event that a Director elects to have his or her Stock Account distributed
in cash, the total amount of cash to be paid shall be determined by multiplying
the number of shares of Common Stock in such account on the last business day
prior to the date that the first distribution of such account is to be made, by
the then Fair Market Value Per Share.


 


ARTICLE V


 


ADMINISTRATION


 


5.1                                 The Company shall
administer the Plan at its expense. All decisions made by the Company with
respect to issues hereunder shall be final and binding on all parties.


 


5.2                                 Except
to the extent required by law, the right of any Director or any beneficiary to
any benefit or to any payment hereunder shall not be subject in any manner to
attachment or other legal process for the debts of such Director or
beneficiary; and any such benefit or payment shall not be subject to
alienation, sale, transfer, assignment or encumbrance.


 


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ARTICLE VI


 


AMENDMENT OF PLAN; GOVERNING LAW; SECTION
409A.


 


6.1                                 The
Plan may be amended, suspended or terminated in whole or in part from time to
time by the Board except that no amendment, suspension, or termination shall
apply to the payment of any amounts previously credited to a Director’s Stock
Account.


 


6.2.                              The
Plan shall be governed by and construed and enforced in accordance with the
laws of the State of Delaware, without regard to principles of conflict of law.


 


6.3.                              Notwithstanding
any other provision of the Plan, this Plan is intended to comply with Section
409A and shall at all times be interpreted in accordance with such intent such
that amounts credited to Directors’ accounts shall not be taxable to Directors
until such amounts are paid to Directors in accordance with the terms of the
Plan.  In furtherance thereof, no
payments may be accelerated under the Plan other than to the extent permitted
under Section 409A of the Internal Revenue Code of 1986, as amended (“Section
409A”).  To the extent that any provision
of the Plan violates Section 409A such that amounts would be taxable to a
Director prior to payment or would otherwise subject a Director to a penalty
tax under Section 409A, such provision shall be automatically reformed or
stricken to preserve the intent hereof. 
To the extent that the Company determines that Directors may be given
greater flexibility to modify or revoke deferral elections under the Plan in a
manner consistent with Section 409A (based on future guidance promulgated by
the Internal Revenue Service and the Treasury Department from time to time),
the Company may (but shall not be obligated to) amend the Plan to provide for
such greater flexibility.


 


Adopted by Accellent
Holdings Corp. and effective on the       day of
January, 2006.


 


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APPENDIX A


 


	
  Accellent Holdings Corp.

  	
  [Date]

  
	
  [ADDRESS]

  	
   

  



 


 


Dear [NAME]:


 


Pursuant to the Accellent
Holdings Corp. Directors’ Deferred Compensation Plan, adopted on January     ,
2006 (the “Plan”), I hereby elect to defer receipt of all or a portion of my
Director’s fees to which I may become entitled to receive in respect of 2006
and succeeding Years (unless and until I change my election for fees receivable
in succeeding years pursuant to the terms of the Plan) in accordance with the
percentages indicated below.


 


Initial
Deferral Election. 
I hereby elect to have my director’s fees (and committee fees, if any)
credited as follows (fill in appropriate percentages for options a, b and c
below):


 


(a)                                         %
of the aggregate fees shall be credited to my Stock Account as provided for in
the Plan; or


 


(b)                                       %
of the aggregate fees shall not be deferred, but shall be paid to me directly
and promptly as they accrue.


 


Timing of
Distributions.  I
understand that my Stock Account shall each become payable on the earlier to occur
of the tenth (10th) business day following (i) the date of my
separation from service with the Board and (ii) a Change in Control (as such
term is defined in the Plan).


 


Manner of
Distributions. 
Further, I elect to receive the payments pursuant to the Plan (check one
desired method below):


 


(a)           If
a distribution results due to my separation from service with the Board:


 


       in one lump sum;


 


       in       
(insert number) equal annual installments.


 


(b)           If
a distribution results due to a Change in Control:


 


       in one lump sum;


 


       in       
(insert number) equal annual installments.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [Name]

  



 


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DESIGNATION OF
BENEFICIARY


 


ACCELLENT
HOLDINGS CORP.


 


DIRECTORS’
DEFERRED COMPENSATION PLAN


 


In the event of my death prior
to receipt of all or any amount of the balance of my Stock Account so
accumulated, I designate the following one or more individuals                                                                                         
as my beneficiary or beneficiaries to receive the funds so accumulated, but
unpaid.


 


 


	
  Signed this        day of
                          ,
  20   .

  
	
   

  
	
   

  
	
   

  	
   

  
	
  [NAME]

  
	
   

  
	
   

  
	
  Witnessed this      day of
                     ,
  20   .

  
	
   

  
	
   

  
	
   

  	
   

  
	
  [WITNESS]

  



 


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