Exhibit 10.4


 





 


PRIVATE AND CONFIDENTIAL


 


DATED: -


 


SYMMETRY MEDICAL

THORNTON PRECISION COMPONENTS LIMITED


 


and


 


John Hynes


 






 


UK SENIOR EXECUTIVE’S SERVICE AGREEMENT


 






 


Symmetry Medical


Thornton Precision Components Limited


 


Beulah Road


Sheffield


S6 2AN


Tel: 0114 285 5881


Fax: 0114 233 6978


 


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THIS AGREEMENT is made on 4th June 2007


 


PARTIES


 


(1)                            SYMMETRY
MEDICAL,THORNTON PRECISION COMPONENTS LIMITED whose Registered Office is at
Beulah Road, Sheffield S6 2AN (“the Company”) and


 


(2)                            John
Hynes, 51 Beacon Road, Wylde Green, Sutton Coldfield, B73 5ST (“the Executive”)


 


THE PARTIES AGREE as follows:-


 


1.                                       DEFINITIONS


 


1.1                                 In this Agreement the
following words and expressions shall have the following meanings:


 


	
  “the Act”

  	
   

  	
  means the Employment Rights Act 1996.

  
	
   

  	
   

  	
   

  
	
  “Associated Company”

  	
   

  	
  means a company (which is not a Subsidiary or Holding Company of a
  Group Company) of which more than 20 per cent of the Equity Share Capital is
  owned by a Group Company or which owns more than 20 per cent of the Equity
  Share Capital of a Group Company.

  
	
   

  	
   

  	
   

  
	
  “Board”

  	
   

  	
  means the Board of Directors of the Company from time to time.

  
	
   

  	
   

  	
   

  
	
  “Copyright Work and

  	
   

  	
  means respectively any copyright work or design right work

  
	
  Design Right Work”

  	
   

  	
  originated, conceived, written or made by the Executive alone or with
  others which relates or may relate to any product, service, process,
  equipment, system or activity of any Group Company.

  



 


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  “Employment”

  	
   

  	
  means the employment of the Executive under this Agreement or where
  the context so requires the duration of the employment of the Executive under
  this Agreement.

  
	
   

  	
   

  	
   

  
	
  “Employment Acts”

  	
   

  	
  means Employment Rights Act 1996

  
	
   

  	
   

  	
   

  
	
  “Equity Share Capital”

  	
   

  	
  has the meaning given to it in Section 744 or the Companies Act 1985.

  
	
  “Group”

  	
   

  	
  means the Company, any Holding Company of the Company, any Associated
  Company of the Company or its Holding Company or any Subsidiary of any of
  them, and any Subsidiary of the Company or its Holding Company or any
  Associated Company of any of them.

  
	
   

  	
   

  	
   

  
	
  “Group Company”

  	
   

  	
  means the Company and any other member of the Group from time to
  time.

  
	
   

  	
   

  	
   

  
	
  “Holding Company” and

  	
   

  	
  have the meanings given to them respectively in Section 736 of

  
	
  “Subsidiary”

  	
   

  	
  the Companies Act 1985.

  
	
   

  	
   

  	
   

  
	
  “Invention”

  	
   

  	
  means any invention, discovery or improvement including (without
  limitation) any know how, design, process, drawing, formula, computer
  programme or specification which relates or may relate to any product,
  service, process, equipment, system or activity of any Group Company whether
  or not now, or at any future time, capable or being the subject of a United
  Kingdom or any other patent.

  



 


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  “Minority Holder”

  	
   

  	
  means a person who, whether solely or jointly, holds or is
  beneficially interested in the shares or securities of any company quoted on
  any Recognised Investment Exchange provided that such holding or interest
  does not exceed 1 percent of any single class of such shares or securities.
  In calculating whether a person is a Minority Holder there shall be
  aggregated with any shares or securities held by him or to which he is
  beneficially entitled any shares or securities of the same class which his
  spouse or any child of his under the age of 18 years holds or is beneficially
  entitled to.

  
	
   

  	
   

  	
   

  
	
  “Person”

  	
   

  	
  includes any natural or legal person and any unincorporated firm,
  undertaking or similar body

  
	
   

  	
   

  	
   

  
	
  “Recognised Investment

  	
   

  	
  has the meaning given to it in Section 207 of the Financial

  
	
  Exchange”

  	
   

  	
  Services Act 1986.

  
	
   

  	
   

  	
   

  
	
  “Remuneration Committee”

  	
   

  	
  means the committee of the Board, set up to determine executive
  remuneration as appointed by the Board from time to time.

  



 


1.2                                 The headings in this
Agreement shall not affect its interpretation or construction.


 


1.3                                 A reference to any
statute or statutory provision includes any statutory modification or
re-enactment of it.


 


1.4                                 Any reference to the
Executive shall, if appropriate, including his personal representatives.


 


1.5                                 Words importing one
gender include the other gender.


 


1.6                                 Any reference in this
Agreement to a clause or sub-clause is to the relevant clause or sub-clause in
this Agreement.


 


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1.7                                 The Schedule to this Agreement
forms an integral part thereof and any reference to this Agreement includes a
reference to such Schedule.


 


1.8                                 Nothing in this
Agreement shall be taken to preclude the Executive from making a protected
disclosure in accordance with the Public Interest Disclosure Act 1998.


 


2.             EMPLOYMENT


 


The Company shall employ the Executive and the Executive agrees to act
as Chief Finance Officer


 


or in such capacity of a like status as the Board shall reasonably
require on the terms set out in this Agreement.


 


3.             (NOT USED)


 


4.             TERM OF EMPLOYMENT


 


4.1                                 The Employment will
not include his previous employment and accordingly the Executive’s continuous
period of employment for the purposes of the Act shall be treated as having
begun on 1st November 2007


 


4.2                                 Subject to Clause 15
(Termination of Employment) the Employment shall be subject to termination by
either party giving to the other 12 months prior notice in writing.


 


4.3                                 Payment in
Lieu of Notice


 


Notwithstanding the provisions of Clauses 4.2 (Notice clause) and
15.4.1 (Termination on Account of Illness or Injury) the Company may at any
time elect in its sole and absolute discretion to terminate the Employment
forthwith on payment to the Executive of an amount equal to his basic salary
(at the rate then payable under clause 8.1.1) and contractual benefits (subject
to deduction of tax and national insurance) in lieu of the notice period or any
unexpired portion thereof.


 


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4.4                               Garden Leave


 


Without prejudice to the terms of clause 4.3, once notice of
termination has been given by either side, or otherwise when in the opinion of
the Board it is in the interests of the Company to do so, the Company may at
any time and for any period or periods require the Executive to cease
performing his job. During any such period of garden leave:


 


4.4.1                        the Company shall continue to
pay the Executive’s salary and provide all benefits to which he is entitled
under this Agreement;


 


4.4.2                        without prejudice to Clause 5.3
(Executive Required to Perform other Duties) the Company shall be under no
obligation to provide any work for the Executive;


 


4.4.3                        the Company may require the
Executive to stay away from and have no contact with any premises, employees,
officers, customers, clients, agents or suppliers of the Group;


 


4.4.4                        the Executive shall, at the
request of the Board, immediately deliver to the Company all or any property in
his possession or control which belongs to the Company or which relates to the
business of the Company, including without limitation, all items mentioned in
Clauses 15.6.1 and 15.6.2 and, for the avoidance of doubt, nothing in this
clause shall require the Executive to return his Company car until the
termination of the Employment;


 


4.5                                 For the avoidance of
doubt the Executive shall continue to be bound by Clause 5.5 (Executive not to
be employed in any other business).


 


5.             DUTIES OF THE EXECUTIVE


 


5.1           During the
Employment the Executive shall:


 


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5.1.1                        devote the whole of his time,
attention and skill to the business and affairs of the Company both during
normal business hours and during such additional hours as are necessary for the
proper performance of his duties or as the Board may reasonably require from
time to time;


 


5.1.2                        faithfully and diligently
perform such duties and exercise such powers consistent with his position as
may from time to time be assigned to or vested in him by the Board to a
standard that is acceptable to the Board;


 


5.1.3                        obey the reasonable and lawful
directions of the Board;


 


5.1.4                        comply with all the Company’s
rules, regulations, policies and procedures from time to time in force; and


 


5.1.5                        keep the Board at all times
promptly and fully informed (in writing if so requested) of his conduct of the
business of the Company and any Group Company and provide such explanations in
connection with it as the Board may require.


 


5.2                                 The Executive may be
required by the Board (acting reasonably) for any period covered by this
Agreement and without being entitled to further remuneration:


 


5.2.1                        in addition to his duties of
employment as set out in this Agreement to act as an officer of any Group
Company or hold any other appointment or office as nominee or representative of
any Group Company; and


 


5.2.2                        to carry out all or any of the
duties of the Employment on behalf of any other Group Company by way of
temporary (not exceeding 6 months) secondment to it..


 


5.3                                 The Executive accepts
that the Company may at its discretion require him to perform other duties or
tasks not within the scope of his normal duties and the Executive agrees to
perform those duties or undertake those tasks as if they were specifically
required under this Agreement.


 


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5.4                                 During the Employment
the Executive shall at all times:


 


5.4.1                        use his best endeavours to
promote the interests and reputation of the Group giving at all times the full
benefit of his knowledge, expertise and skill;


 


5.4.2                        refrain from making any false
or misleading statement relating to the Group.


 


5.5                                 The Executive shall
not during the Employment without the prior written consent of the Board, be
employed, engaged, concerned or interested in any trade, business or profession
other than the business of the Group or accept any other engagement or public
office except with the prior written consent of the Board but the Executive may
nevertheless be or become a Minority Holder.


 


5.6                                 The Executive shall
not during or after the Employment knowingly or willingly do or cause or permit
to be done, anything which is calculated or which he knows may tend to
prejudice or injure the interests of the Group and if during the Employment the
Executive shall learn of any act or omission by any other person whether or not
employed by the Company which is calculated or may tend to prejudice or injure
the interests of the Company, he shall promptly report it to an appropriate
senior director of the Board giving all necessary particulars.


 


5.7                                 Share
Dealings


 


The Executive shall during the Employment and for 12 months after its
termination comply and procure that his spouse and minor children shall comply
with all applicable rules of law, Stock Exchange Regulations (including the
Model Code for transactions in securities by directors) and any code of conduct
of the Company from time to time in force in relation to;


 


5.7.1                        dealings in shares, debentures
or other securities of the Company or any Group Company; and


 


5.7.2                        any unpublished price sensitive
information affecting the securities of any other company


 


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6.                                     HOURS OF WORK


 


6.1                                 The Executive shall,
unless prevented by ill-health and except during holidays (to be taken in
accordance with the provisions set out in Clause 13), devote the whole of his
working time and attention to the service of the Group. The Executive shall
work such hours as may be necessary for the proper discharge of his duties.


 


6.2                                 The Executive agrees
to work longer than 48 hours a week on average and whenever necessary for the
proper discharge of his duties or in any event as may be required by the
Company. The Executive is entitled to withdraw his agreement to working longer
than 48 hours a week by giving 3 months written notice to the Company.


 


6.3                                 The Executive agrees that
the Company shall be entitled unilaterally to amend the provisions of this
Clause 6 to ensure continuing compliance with the Working Time Regulations
1998.


 


7.                                     PLACE OF WORK


 


7.1                                 The Executive’s place
of work will be the Company’s offices at Sheffield and the Executive shall
reside within reasonable travelling distance of his place of work.


 


8.                                     SALARY AND BONUS


 


8.1                                 During the Employment
the Company shall pay to the Executive a basic salary at the rate of  £120,000.00 per annum which shall accrue from
day to day and be payable by equal monthly instalments in arrears on or about
the 15th day of each month. The salary shall be deemed to include
any fees receivable by the Executive as a Director of any Group Company or in
respect of any other company or unincorporated body in which he holds office or
any other appointment as nominee or representative of any Group Company. The
salary shall be reviewed annually on 1st April.


 


8.2                                 The Executive may,
during the Employment, be entitled to be paid bonuses of such amounts (if any)
of up to 50% of basic salary at such times and subject to such conditions as
the Remuneration Committee may in its sole discretion decide.


 


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8.3                                 The Executive is
entitled to participate in the company restricted stock scheme. The level of
the awards is at the discretion of the Board.


 


9.                                     EXPENSES


 


9.1                                 The Company shall
reimburse the Executive in respect of all expenses reasonably incurred by him
in the proper performance of his duties, subject to his providing such receipts
or other appropriate evidence as the Company may reasonably require.


 


9.2                                 The Executive will be
issued with a company credit card on condition that he;


 


9.2.1                        takes good care of such card
and immediately reports any loss of it to the Company;


 


9.2.2                        uses the card only for the
purposes of the Company’s business in accordance with any applicable Company
policy; and


 


9.2.3                        returns the card immediately to
the Company on request.


 


10.                               CAR


 


10.1                           Subject to the Executive
holding a current full United Kingdom driving licence, the Company shall during
the Employment provide the Executive for his sole business use and for private
use by him with a car of a make, model and specification selected by the
Company (which in the opinion of the Board is commensurate with the status of
the Executive and image of the Company).


 


10.2                           The Company shall bear all
standing and running expenses of the car except for any additional insurance
costs incurred to permit the Executive to use the car outside the United
Kingdom for private purposes and the cost of fuel during such use.


 


10.3                           The Executive shall at all
times take good care of the car and comply fully with the terms of any car
policy of the Company or the Group and procure that the car is properly
taxed,  kept in a road worthy condition,
that the provisions and conditions of any policy of insurance relating to


 


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it are observed and that such policy is not rendered void or voidable
and shall forthwith notify the Company of any accidents involving his company
car and of any charges of driving offences which are brought against him.


 


10.4                           The Executive shall
forthwith return his Company car in good condition together with all keys, fuel
charge cards and documentation relating to it to the Company at its Head
Office.


 


10.4.1                  on termination of the Employment,
whether lawful or unlawful; or


 


10.4.2                  when he ceases at any time during the
Employment to hold a current full United Kingdome driving licence; or


 


10.4.3                  during any period of absence from
work due to illness or injury which exceeds 26 weeks;


 


10.5                           For the purpose of
calculating the value to the Executive of the benefit of using the car for his
private purposes the Inland Revenue scales will be used.


 


11.                               PENSION AND LIFE ASSURANCE


 


11.1


 


11.1.1                  The Company shall establish a pension
scheme (“the Pension Scheme”) and subject to the rules of such scheme from time
to time in force, the Executive shall be entitled to become and continue to be
a member of the Pension Scheme throughout the Employment and details of the
Pension Scheme will be provided to the Executive by the Company Secretary on
request.


 


11.1.2                  Notwithstanding Clause 11.1.1, the
Company shall be entitled at any time to terminate the Pension Scheme, or the
Executive’s membership of it, if the Company provides in its place a
replacement scheme which is approved by the Inland Revenue and which will give
the Executive benefits which taken overall are not less favourable than those
of the Pension Scheme and ensures as far as the new pension scheme is concerned
that the


 


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Executive is fully credited in the new scheme for his pensionable
service in the Pension Scheme as if such pensionable service had been under the
new scheme.


 


11.1.3                  The Executive’s contributions to the
Pension Scheme will be deducted from his salary and paid by the Company to the
trustees of the Pension Scheme in accordance with the rules of the Pension
Scheme and subject to any Inland Revenue limits from time to time in force.


 


11.2                           A contracting out
certificate within the meaning of the Pension Schemes Act 1993 is (not) in
force in respect of the Executive’s Employment.


 


11.3                           The Executive shall be
entitled to be covered by life assurance cover for a sum equal to four times
his basic salary. Such cover will be provided either through the Pension Scheme
or through a separate Life Assurance Scheme (as the Company may determine)
provided that the Company shall be entitled at any time to terminate any Life
Assurance Scheme, or the Executive’s membership of it, if the Company provides
in its place a replacement scheme which will give the Executive benefits which
are no less favourable to the Executive than the Life Assurance Scheme.


 


12.                               INSURANCE BENEFITS


 


12.1                           During the Employment the
Executive shall be entitled to participate at the Company’s expense:


 


12.1.1                  for himself, his spouse and his
dependant children in the private medical expenses insurance scheme to be
established by the Company; and


 


12.1.2                  in the permanent health insurance
scheme to be established by the Company;


 


(together “the Schemes”) subject always to the rules of the Schemes for
the time being in force details of which will be available on request from the
Company Secretary and the approval of the relevant insurer.


 


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12.2                           Notwithstanding Clause 12.1,
the Company shall be entitled at any time to amend or change a Scheme or seek
an alternative provider of a Scheme subject always to the requirement that the
benefits to the Executive shall not be materially less and any such amendments
or changes shall take effect as between the Company and the Executive upon the
Executive receiving written notice of the same from the Company, such notice to
be given in accordance with Clause 27.


 


13.                               HOLIDAY


 


13.1                           The Executive is entitled
(in addition to such bank and other public holidays as are observed by the
Company) to 35 working days paid holiday in each holiday year which runs from
January to December to be taken at such times and on such notice as agreed by
the Board. Regulations 15(1) to 15(4) of The Working Time Regulations 1998 (“Dates
on which leave is taken”) shall not apply to the Employment.


 


13.2                           The Executive shall not without
the consent of the Board be entitled to carry forward any unused part of his
holiday entitlement to a subsequent holiday year.


 


13.3                           The Executive shall not be
entitled to payment in lieu of any unused part of his holiday entitlement
except on termination of the Employment in accordance with Clause 13.5.


 


13.4                           In the holiday year during
which the Employment commences or terminates, the Executive is entitled to 2.25
working days paid holiday for each calendar month or part thereof worked by the
Executive during that holiday year.


 


13.5                           On the termination of the
Employment the Executive shall be entitled to be paid in lieu of any holiday
entitlement outstanding or as the case may be shall be obliged to repay to the
Company salary in respect of holiday taken in excess of his entitlement and the
basis for calculation in either case shall be 1/253 of the Executive’s annual
basic salary for each day.


 


13.6                           The Company may require the
Executive to take all or any part of any outstanding holiday entitlement during
any period of notice to terminate the Employment.


 


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13.7                           No holiday may be taken by
the Executive during any period of notice to terminate the Employment without
the consent of the Board, such consent not to be unreasonably withheld. (Any
outstanding holidays will be paid in line with section 13.5)


 


13.8                           The Executive agrees that
the Company shall be entitled unilaterally to amend the provisions of this
clause 13 to ensure continuing compliance with The Working Time Regulations
1998.


 


14.                                 SICKNESS


 


14.1


 


14.1.1                  If the Executive is absent due to
illness or injury then he shall inform the Company as soon as possible on the
first working day of sickness.


 


14.1.2                  Immediately following the Executive’s
return to work after such absence of 7 calendar days or less, the Executive
shall be required on request by the Company, the complete a self-certification
form which shall be provided by the Company stating the date of, and the reason
for, the Executive’s absence, including details of sickness on non-working
days, as this information is required by the Company for calculating statutory
sick pay entitlement.  Self-certification
forms will be retained in the Company’s records.


 


14.1.3                  Where such absence is for more than 7
calendar days the Executive shall provide a medical practitioner’s certificate
by the 8th day and thereafter shall continue to provide such
certificates so that the whole period of absence is covered.


 


14.1.4                  For the avoidance of doubt the term
illness, whenever used in this Agreement, includes illness due to mental or
psychiatric disorder.


 


14.2                           Without prejudice to Clause
15 (Termination of Employment) the Executive shall continue to receive the
normal remuneration payable to him under this Agreement in respect of the first
26 weeks of absence due to illness or injury each year and thereafter such remuneration,
if any, as the Board shall determine from time to time provided that all such
remuneration payable under this clause shall be inclusive of any statutory sick
pay to which the Executive is entitled under the provisions of the Social
Security Contributions and Benefits Act 1992 and any social


 


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security sickness benefit or other benefits recoverable by the
Executive (whether or not recovered) may be deducted there from.


 


14.3                           For statutory sick pay
purposes the Executive’s qualifying days shall be his normal working days.


 


14.4                           The Executive may at the
Company’s expense be required during the course of the Employment to attend a
medical practitioner or clinic nominated by the Company for the purpose of a
comprehensive medical examination to determine his fitness for continued
Employment and he shall undergo any tests and examinations reasonably required
by the said medical practitioner or clinic and shall co-operate in ensuring the
prompt delivery of any resulting report to the Company.


 


14.5                           In the event that the
Executive is incapable of performing his duties by reason of injuries sustained
wholly or partly as a result of actionable negligence, nuisance or breach of
any statutory duty on the part of any third party, all payments made to the
Executive by the Company under this clause in respect of his consequent absence
shall, to the extent that compensation is recovered from that third party,
constitute loans by the Company to the Executive (notwithstanding that as an
interim measure income tax has been deducted from payments as if they were
emoluments of Employment) and shall be repaid to the Company when and to the
extent that the Executive recovers compensation for loss of earnings from that
third party by action or otherwise.


 


15.                                 TERMINATION
OF EMPLOYMENT


 


15.1                           General


 


15.1.1                  The Company shall be entitled to
terminate this Agreement at all times pursuant to Clause 4.2 although the
Employment shall come to an end without the need for either party to give
notice under this contract to the other when the Executive reaches the age of
65 or if earlier the retirement age as defined in the Rule of the Pension
Scheme.


 


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15.1.2                  Where the Company terminates this
Agreement otherwise than in accordance with Clause 4.2 and without exercising
its option to make a payment in lieu under Clause 4.3 any damages to which the
Executive may be entitled shall be calculated in accordance with ordinary
common law principles including those relating to mitigation of loss, subject
always to the Company’s right to summary termination in accordance with Clause
15.2.


 


15.2                           Summary Dismissal


 


Notwithstanding the provisions of Clauses 4.2 (Notice Clause), 4.3
(Payment in Lieu of Notice) and 15.4 (Termination on Account of Illness) the
Company may by written notice to the Executive forthwith terminate the
Employment (without being under any obligation to pay any further sums to the
Executive whether by way of compensation, damages or otherwise in respect of
any notice period or unexpired term of this Agreement, and without prejudice to
any other rights of the Company) if the Executive shall:


 


15.2.1                  be guilty of any material or
persistent breach or non-observance of any of the provisions of this Agreement;


 


15.2.2                  be guilty of gross misconduct or any
other conduct which, in the reasonable opinion of the Board, is calculated or
likely to seriously affect prejudicially the interests of the Company or the
Group whether or not such misconduct or other conduct occurs during or in the
context of the Employment;


 


15.2.3                  without the express written consent
of the Board resign as a director of the Company or of any Group Company of
which he had been appointed a director or be disqualified from holding office
as a director by any court order or under any provision of general law from
time to time save where this arises by reason of his not being re-elected as a
director of the Company at any annual general meeting of the Company at which
under the articles of association he is to retire by rotation;


 


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15.2.4                  be convicted of any criminal offence
(excluding an offence under road traffic legislation in the United Kingdom and
elsewhere for which a penalty of imprisonment is not imposed);


 


15.2.5                  be made the subject of a bankruptcy
order or have a receiving order or an administration order made against him or
make any composition or arrangement with his creditors generally or otherwise
take advantage of any statute from time to time in force offering relief for
insolvent debtors;


 


15.2.6                  become addicted to or habitually
under the influence of alcohol or any drug (not being a drug prescribed for the
Executive by a medical practitioner for the treatment of a condition other than
drug addiction) the possession of which is controlled by law;


 


15.2.7                  the Executive shall be expelled or
suspended or subject to any serious disciplinary action by his relevant
professional body in respect of professional misconduct;


 


15.2.8                  the Executive shall become a patient
within the meaning of the Mental Health Act 1983.


 


15.3                           It shall in the event that
any part of the share capital of the Company shall be quoted on any Recognised
Investment Exchange be a fundamental term of this Agreement that the Executive
shall comply at all times with the “Model Code for transactions in securities
by directors” issued from time to time by the London Stock Exchange Limited (“the
Model Code”) and the parties agree that (without prejudice to the effect of any
other conduct of the Executive) any breach by the Executive of the Model Code
shall be gross misconduct for the purpose of Clause 15.2.2.


 


15.4                           Termination on Account of Illness or Injury


 


15.4.1                  Without prejudice to Clause 15.2
(Summary Dismissal) but notwithstanding any other provision of this Agreement,
if the Executive shall become unable to perform his duties properly by reason
of illness or injury for a period or periods aggregating at least 250 days in
any period of 12 consecutive calendar months (“the Period of Incapacity”) then
the Company may, by not less than 3 months prior written notice to the
Executive,


 


17

















 


terminate the Employment provided that the Company shall withdraw any such
notice if during the currency of the notice the Executive returns to full time
duties and provides a medical practitioner’s certificate satisfactory to the
Board to the effect that he has fully recovered his health and that no
recurrence of his illness or injury can reasonably be anticipated.


 


15.4.2                  Notwithstanding the existence of the
Company’s permanent health insurance scheme and for the avoidance of doubt, it
is hereby agreed that the Company shall be entitled to terminate the Agreement
under sub-clause 15.4.1 notwithstanding that to do so would disentitle the
Executive to benefits or to any future benefits under the said scheme.


 


15.5                           Miscellaneous


 


On the termination of this Agreement for whatever reason, the Executive
shall at the written request of the Board immediately resign (without claim for
compensation) from all and any directorships and other offices which he may
hold in any Group Company and from any other appointments of office which he
holds as nominee or representative of any Group Company, and if he should fail
to do so within 7 days of the said request, the Company is hereby irrevocably
authorised to appoint some person in his name and on his behalf to sign any
documents or do anything that is necessary or desirable to effect such resignations
and/or transfers.


 


15.6                           Upon determination of the
Employment for whatever reason the Executive shall forthwith deliver to the
Company or its authorised representative such of the following as are in his
possession or control;


 


15.6.1                  all keys, security and computer
passes, plans, statistics, documents, records, papers, magnetic disks, tapes or
other software storage media including any copies thereof which belong to the
Group or which relate to the business of the Group including all copies, records
and memoranda (whether or not recorded in writing or on computer, disk or tape)
made by the Executive of any Confidential Information (as defined by Clause
18.6) provided that on such determination the Executive and the Company shall
use their respective best endeavours to agree a list of items which may be
reasonably


 


18

















 


requested by the Executive, copies of which shall be preserved in the
safe custody of an independent third party agreed by the Company and the
Executive (such agreement not be unreasonably withheld);


 


15.6.2                  all credit cards and charge cards
provided for the Executive’s use by the Company;


 


15.6.3                  the car provided under Clause 10 and
all keys and documents relating to it;


 


15.6.4                  all other property of the Group not
previously referred to in this clause.


 


16.0                           ACCESS TO E-MAIL AND THE INTERNET


 


16.1                           The Executive shall have
access to e-mail and the internet for the better performance of his duties
provided that the Executive shall not send any e-mails of a defamatory or
abusive nature or which constitute sexual, racial or any other form of
harassment and he shall be prohibited from downloading any pornographic or
other offensive material and the Executive indemnifies the Company during and after
the Employment against all liability resulting from the Executive’s breach of
this sub-clause.


 


16.2                           The Company reserves the
right to monitor all e-mail / internet activity by the Executive and the
Executive acknowledges that such a right falls within the exception set out in
Article 8(2) of the European Convention on Human Rights.


 


17.0                           RECONSTRUCTION


 


If the Employment of the Executive is terminated by reason of the
liquidation, reorganisation or other reconstruction of the Company or any other
Group Company or as part of any other rearrangement of the affairs of the
Company or any other Group Company not involving a liquidation, and the
Executive is offered Employment by a reconstructed Company or by another Group
Company on terms not less favourable than the terms of this Agreement then,
subject to the provisions of the Transfer of Undertakings (Protection of
Employment)


 


19

















 


Regulations 1981 the Executive shall be obliged to accept such offer
and shall have no claim against the Company in respect of the termination of
the Employment.


 


18.0                           CONFIDENTIAL INFORMATION


 


18.1                           The Executive Director is
aware that in the course of Employment under this Agreement he will have access
to and be entrusted with information in respect of the business and finances of
the Company and its dealings, transactions and affairs and likewise in relation
to any other Group Company all of which information is or may be Confidential
Information.


 


18.2                           The Executive shall not during
the Employment or afterwards, use or exploit (except for the benefit of the
Group) or divulge to any third party any Confidential Information except he
shall be permitted to do so;


 


18.2.1                  where necessary in the proper
performance of the duties of his Employment;


 


18.2.2                  with the express written consent of
the Board; or


 


18.2.3                  where this is required by law.


 


18.3                           The Executive shall, during
the Employment, use his best endeavours to prevent the unauthorised use or
disclosure of any Confidential Information whether by any other officer,
employee or agent of the Group or otherwise and shall be under an obligation
promptly and freely to report to the Board any such unauthorised use or
disclosure which comes to his knowledge.


 


18.4                           The Executive shall not, during
the Employment or at any time thereafter make, except for the benefit of the
Company or any Group Company, any copy, record, or memorandum (whether or not
recorded in writing or on computer disk or tape) of any Confidential
Information and any such copy record or memorandum made by the Executive during
the Employment shall be and remain the property of the Company and accordingly
shall be returned by the Executive to the Company on termination of the
Employment in accordance with Clause 15.6 or when required


 


20

















 


to do so by the Board pursuant to Clause 4.4 (Garden Leave) or at any
other time during the Employment at the request of the Board.


 


18.5                           The Executive shall not
during the course of the Employment without the prior written consent of the
Board either directly or indirectly publish any opinion, fact or material or
deliver any lecture or address or participate in the making of any film, radio
broadcast or television transmission or communicate with any representative of
the media or any third party relating to;


 


18.5.1                  the business or affairs of the
Company or any other Group Company or to any of its or their officers,
employees, customers, clients, suppliers, distributors, agents or shareholders
or;


 


18.5.2                  to the development or exploitation of
any Copyright Work, Design Right Work, Confidential Information or Invention.


 


and for the purpose of this clause media shall including television
(terrestrial, satellite and cable) radio, newspapers and other journalistic
publications.


 


18.6                           In
this Agreement “Confidential Information” means;


 


18.6.1                  all information which relates to the
business, finances, transactions, affairs, products, services, processes,
equipment or activities of the Company and any other Group Company and which is
designated by the Company and any other Group Company as confidential; and


 


18.6.2                  all information relating to such
matters which comes to the knowledge of the Executive in the course of the
Employment and which, by reason of its character and/or the manner of its
coming to his knowledge, is evidently confidential


 


provided that information shall not be, or shall cease to be,
Confidential Information if and to the extent that it comes to be in the public
domain otherwise than as a result of the unauthorised act or default of the
Executive.


 


21

















 


19.                                 POST TERMINATION COVENANTS


 


	
  19.1

  	
   

  	
  For the purposes of this clause the following words and expressions
  shall have the following meanings;

  
	
   

  	
   

  	
   

  
	
  19.1.1 “Business”

  	
   

  	
  the business or businesses of Symmetry Medical, Thornton Precision
  Components Limited in or with which the Executive has been involved or
  concerned at any time during the period of 12 months prior to the Termination
  Date;

  
	
   

  	
   

  	
   

  
	
  19.1.2 “directly or indirectly”

  	
   

  	
  the Executive acting either alone or jointly with or on

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  behalf of any other person, firm or company, whether as principal,
  partner, manager, employee, contractor, director, consultant, investor or
  otherwise;

  
	
   

  	
   

  	
   

  
	
  19.1.3 “Key Personnel”

  	
   

  	
  any person who is at the Termination Date or was at any

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  time during the period of 12 months prior to the Termination Date
  employed or engaged as a consultant in the Business in an executive or senior
  managerial capacity and with whom the Executive has had dealings other than
  in a de minimis way during the course of the Employment;

  
	
   

  	
   

  	
   

  
	
  19.1.4 “Prospective Customer”

  	
   

  	
  any person, firm or company who has been engaged in negotiations,
  with which the Executive has been personally involved, with Symmetry Medical
  Thornton Precision Components Limited with a view to purchasing goods and
  services from Symmetry Medical Thornton Precision Components Limited in the
  period of 3 months prior to the Termination Date:

  



 


22

















 


	
  19.1.5 “Relevant Area”

  	
   

  	
  the United Kingdom;

  
	
   

  	
   

  	
   

  
	
  19.1.6 “Relevant Customer”

  	
   

  	
  any person, firm or company who at any time during the 12 months
  prior to the Termination Date was a customer of Symmetry Medical Thornton
  Precision Components with whom or which the Executive dealt other than in a
  de minimis way or for whom or which the Executive was responsible on behalf
  of Symmetry Medical Thornton Precision Components at any time during the said
  period;

  
	
   

  	
   

  	
   

  
	
  19.1.7 “Relevant Goods and

  	
   

  	
  any goods and services competitive with those supplied by

  
	
   

  	
   

  	
   

  
	
  Services”

  	
   

  	
  Symmetry Medical Thornton Precision Components at any time during the
  12 months prior to the Termination Date in the supply of which the
  Executive was involved or concerned at any time during the said period;

  
	
   

  	
   

  	
   

  
	
  19.1.8 “Relevant Period”

  	
   

  	
  the period of the Employment and the period of 12 months from the
  Termination Date except that any period of garden leave served by the
  Executive pursuant to Clause 4.4 shall reduce the Relevant Period
  accordingly;

  
	
   

  	
   

  	
   

  
	
  19.1.9 “Relevant Supplier”

  	
   

  	
  any person, firm or company who at any time during the 12 months
  prior to the Termination Date was a supplier of any goods or services (other
  than utilities and goods or services supplied for administrative purposes) to
  Symmetry Medical Thornton Precision Components and with whom or which the
  Executive had personal dealings during the Employment other than in a de
  minimis way and;

  
	
   

  	
   

  	
   

  
	
  19.1.10 “Termination Date”

  	
   

  	
  the date on which the Employment shall terminate.

  



 


23
















 


19.2                           The Executive shall not
without the prior written consent of the Board directly or indirectly at any
time within the Relevant Period engage or be concerned or interested in any
business within the Relevant Area which (a) competes or (b) will at any time
during the Relevant Period compete with the Business provided that if the
employment of the Executive has been wrongfully terminated or if any
appropriate tribunal finds that the Executive has been unfairly dismissed this
Clause 19.2 shall not apply. Nothing in this sub-clause shall prevent the
Executive from being or becoming a Minority Holder provided that the Executive
discloses this to the Company.


 


19.3                           The Executive shall not
without the prior written consent of the Board directly or indirectly at any
time within the Relevant Period;


 


19.3.1               (a)                                     solicit the custom
of; or


 


(b)                                 facilitate the
solicitation of; or


 


(c)                                  deal with


 


any Relevant Customer in respect of any Relevant Goods or Services
provided that if the employment of the Executive has been wrongfully terminated
or if any appropriate tribunal finds that the Executive has been unfairly
dismissed within the meaning of the Employment Acts then the Executive shall
cease to be prohibited from dealing with a Relevant Customer; or


 


19.3.2               (a)                                     solicitor the
custom of; or


 


(b)                                 facilitate the
solicitation of; or


 


(c)                                  deal with


 


any Prospective Customer in respect of any Relevant Goods or Services
provided that if the employment of the Executive has been wrongfully terminated
or if an appropriate tribunal finds that the Executive has been unfairly
dismissed within the meaning of the Employment Acts then the Executive shall
cease to be prohibited from dealing with a Prospective Customer; or


 


19.3.3               (a)                                     interfere;
or


 


(b)                                 endeavour
to interfere;


 


24

















 


with the continuance of supplies to the Company and/or any Group
Company (or the terms relating to those supplies) by any Relevant Supplier.


 


19.4                           The Executive shall not
without the prior written consent of the Board directly or indirectly at any
time during the Relevant Period;


 


19.4.1                  entice away from the Company or any
Group Company; or


 


19.4.2                  endeavour to entice away from the
Company or any Group Company; or


 


19.4.3                  employ or engage; or


 


19.4.4                  endeavour to employ or engage any key
personnel.


 


19.5                           The Executive acknowledges
(having taken appropriate legal advice) that the provisions of this clause are
fair, reasonable and necessary to protect the goodwill and interests of the
Company and any Group Companies (“the Interests”). Whilst the provisions of
this clause 21 have been framed by the Company with a view to ensuring that the
Interests are adequately protected taking account of the Company’s legitimate
expectations of the future development of the Business, it is acknowledged by
the Executive that the Business may change over time and as a result it may
become necessary for the Company to amend the provisions of this clause 19 by
extending or reducing the Business or the Relevant Area to which it relates in
order to ensure that the Interests remain adequately protected. The Executive,
therefore, agrees that the Company shall be entitled to amend the provisions of
this clause 19 in accordance with Clause 19.6 below in order to protect the
Interests.


 


19.6                           In order to amend the
provisions of this Clause 19 the Company shall notify the Executive in writing
of why it believes it is necessary to amend Clause 19 and the amendments which
it proposes. The Executive shall then have a period of 14 calendar days in which
to put forward any objections which he might have to the proposed amendments. In
the event of the Executive not putting forward any such objections, then this
clause 19 shall take effect with the proposed amendments on the expiry of the
14 day period. In the event of the Executive putting forward any objections,
the Company shall endeavour to accommodate them, insofar as they are


 


25

















 


reasonable and where reasonably possible, given that the Company’s overriding
objective must be to ensure adequate protection of the Interests, to agree the
amendments with the Executive. The Company shall then, having considered the
Executive’s objections, serve a further written notice on the Executive
informing him of the final amendments to this Clause 19 which will thereafter
take immediate effect.


 


19.7                           The Executive acknowledges
that the provisions of this Clause 19 shall constitute severable undertakings
given for the benefit of the Company and each Group Company and may be enforced
by the Company on behalf of any of them.


 


19.8                           If any of the restrictions
or obligations contained in this Clause 19 is held not to be valid on the basis
that it exceeds what is reasonable for the protection of the goodwill and
interests of the Company and any Group Company but would be valid if part of
the wording were deleted then such restrictions or obligations shall apply with
such deletions as may be necessary to make it enforceable.


 


19.9                           The Executive acknowledges
and agrees that he shall be obliged to draw the provisions of this Clause 19 to
the attention of any third party who may at any time before or after the
termination of the Employment offer to engage the Executive in any capacity and
for whom or with whom the Executive intends to working during the Relevant
Period.


 


19.10                     If this Agreement or any wider
arrangement of which it forms part constitutes an agreement particulars of
which are required to be furnished to the Director General of Fair Trading
pursuant to Section 24 of the Restrictive Trade Practices Act 1976, then none
of the parties shall give effect to or enforce or purport to enforce any
restriction by virtue of which the Agreement (or wider arrangement) is subject
to registration until the day after the relevant particulars have been duly
furnished in accordance with Section 24 of that act.


 


20.                                 INVENTIONS
AND COPYRIGHT


 


20.1                           If during the Employment the
Executive alone or with others makes or discovers any Invention he shall
promptly disclose it to the Board giving full particulars of it including all
necessary drawings, models and specifications and the Executive agrees and
acknowledges that;


 


26

















 


20.1.1                  because of the nature of his duties
and the responsibilities arising from them he has a special obligation to
further the interests of the Company so that all Inventions made by the
Executive in the performance of his duties or as a result of any special
project for the Company outside the scope of his normal duties and all rights
in such Inventions shall belong to the Company and the Executive acknowledges
that at the date of this Agreement he does not have any facilities for making
Inventions other than those provided by the Company under this Agreement; and


 


20.1.2                  the provisions of this sub-clause;


 


(a)                                  shall not entitle the
Executive to any compensation beyond the salary and bonus to which he is
entitled under Clause 8 of this Agreement except that in the case of any
Invention on which a British patent has been granted or assigned to the Company
where the Company has derived outstanding benefit from such patent, the
Executive may be entitled by virtue of Section 40 of the Patents Act 1977 to
claim addition compensation; and


 


(b)                                 shall not restrict the
Executive’s rights under sections 39-43 of the Patents Act 1977.


 


20.2                           The Executive shall promptly
disclose to the Board any Copyright Work and/or Design Right Work made by him
during the course of the Employment and hereby acknowledges that by virtue of
the Employment the Copyright and/or Design Right in any such Work vests
automatically and forthwith in the Company.


 


20.3                           The Executive hereby waives
all and any moral rights (as defined in Chapter IV of the Copyright Designs and
Patents Act 1988).


 


20.4                           The Executive shall, at the
cost of the Company and on demand, execute all such documents and do all such
other acts as the Company shall require to enable the Company or its nominee to
obtain the full benefit of any Invention, Copyright Work and Design Right Work
to which the Company is entitled and all the rights therein and to secure such
patent, utility, model, copyright


 


27

















 


or design registration or similar protection in any part of the world
as the Company may consider appropriate.


 


20.5                           The Executive shall, for a
period not exceeding 3 years from the date of termination of this Agreement and
subject to payment of the Executive’s reasonable costs and expenses give to the
Company, or any successor in title there from, such assistance as the Company
may require (in its absolute discretion) in connection with any dispute or
threatened dispute directly or indirectly relating to any Invention, Copyright
Work or Design Right Work or any associated right or registration or other protection
in respect thereof (including but not limited to the execution of documents,
the swearing of any declarations or oaths, the providing of information and the
participation in any proceedings before any Court or tribunal).


 


20.6                           The Executive shall not
disclose to any other Person without the consent of the Company being
previously obtained (which if given may be subject to conditions) the details
of any Invention, Copyright Work or Design Right Work, except as required by
law.


 


20.7                           The Executive hereby
irrevocably authorises the Company to appoint some person in his name and on
his behalf to execute any documents and to do everything necessary or desirable
to give effect to this clause.


 


20.8                           If the Executive shall
during the Employment make or discover any Invention or make, originate,
conceive or write any Copyright Work or Design Right Work in which, despite the
previous provisions of this clause, any intellectual property rights belong to
the Executive and not the Company then the Executive shall if so required by
the Board:


 


20.8.1                  at the cost of the Company negotiate
in good faith with the Company for the assignment or licensing to the Company
or its nominee of such rights upon such terms as shall fairly represent the
market value of such rights as shall be agreed between the parties or in
default of agreement as determined by a Member of the Chartered Institute of
Patent Agents who shall be nominated by the President of that Institute for the
time being and who shall act as an expert not an arbitrator and whose decision
shall, save for fraud or error manifest on the face of it, be binding upon the
parties.


 


28

















 


20.9                           Decisions as to the
patenting and exploitation of any Invention shall be at the sole discretion of
the Company and the Company shall not be under any obligation to take any step
or register any patent or other right in respect of, or to develop or exploit,
any Invention or Copyright or Design Work made, discovered, originated,
conceived or written by the Executive.


 


20.10                     Nothing in this clause shall be
taken to limit or derogate from the obligations of the Executive under Clause
18 (Confidential Information).


 


21.                                 MISREPRESENTATION


 


Without prejudice to Clause 5.4.2 (Duty not to make a false or
misleading statement during the Employment) the Executive shall not, after
termination of the Employment, wrongfully represent himself as being employed
by, or connected with, the Company or any other Group Company.


 


22.                                 DISCIPLINARY AND GRIEVANCE PROCEDURES


 


22.1                           There
is no specific disciplinary procedure which applies to the Employment. The disciplinary procedure applicable
to the Executive’s Employment shall be determined from time to time by the ‘Board’.


 


22.2                           If the Executive is
dissatisfied with any disciplinary decision or seeks redress for any grievance
relating to the Employment he should raise the issue with a member of the
Board.


 


23.                                 REFERENCES


 


If the Company shall be asked to provide any references in respect of
the Executive it shall use all reasonable efforts to ensure that any such
reference is accurate, provided that it shall not, in the absence of malice, be
liable to the Executive for any error in or omission from any such reference.


 


29

















 


24.                                 PREVIOUS
AGREEMENTS


 


This Agreement contains the entire understanding between the parties
and supersedes all previous agreements and arrangements (if any) relating to
the Employment of the Executive by the Company.


 


25.                                 NOTICES


 


25.1                           Any notice to be given under
this Agreement by either party shall be in writing and if given by the Company
shall be signed by a Director (other than the Executive) or some other duly
authorised officer or agent and if given by the Executive shall be signed by
him.


 


25.2                           Any notice to the Company
shall be served at the address of its registered office for the time being and
may be delivered by hand or sent by first class recorded delivery post.


 


25.3                           Any notice to the Executive
shall be served on him in person or at his last known private address in the
United Kingdom and may be delivered by hand to that address or sent by first
class recorded delivery post.


 


25.4                           Any notice served by post
under this clause shall if correctly addressed and stamped be taken to have
been served 48 hours after the time of posting.


 


26.                                 LAW
AND JURISDICTION


 


26.1                           This Agreement is governed
by and shall be construed in accordance with English Law.


 


30

















 


26.2                           The parties submit to the
exclusive jurisdiction of the English courts with regard to any dispute or
claim arising under this Agreement except to the extent that it is provided
elsewhere in this Agreement that such dispute or claim should be resolved by
any person acting as an expert.


 


27.                                 GENERAL PROVISIONS


 


27.1                           No amendment to this
Agreement shall be effective unless recorded in writing, signed by the
Executive and by a Director other than the Executive on behalf of the Company
and expressed to be such an amendment.


 


27.2                           The complete or partial
invalidity or unenforceability of any provision of this Agreement for any
purpose shall in no way effect;


 


27.2.1                  the
validity or enforceability of such provision for any other purpose;


 


27.2.2                  the
remainder of such provision; or


 


27.2.3                  the
remaining provisions of this Agreement.


 


This Agreement is intended by the Company to be a statement in writing
of the terms of the Employment under Section 1 of the Employment Rights Act
1996.


 


27.3                           If there is any conflict
between the provisions of this Agreement and the provisions of the articles of
association of the Company from time to time the said articles shall prevail.


 


27.4                           No waiver by the Company
other than one made in writing by resolution of the Board of any breach by the
Executive of any provision of this Agreement and no failure, delay or
forbearance by the Company in exercising any of its rights shall be taken to be
a waiver of such breach or right or shall prevent the Company from later taking
any action or making any claim in respect of such breach or right.


 


31

















 


SIGNED by or on behalf of the parties on the
date which first appears in this Agreement.


 


 


SIGNED for and on behalf of


Symmetry Medical, Thornton Precision Components


by


 


	
   

  	
   

  
	
  /s/ Brian Moore

  	
   

  
	
  Brian
  Moore

  	
   

  
	
  Chief
  Executive Officer – Symmetry Medical

  	
   

  
	
   

  	
   

  
	
  /s/ Mark Brooks

  	
   

  
	
  Mark
  Brooks

  	
   

  
	
  Chief
  Financial Officer - Europe

  	
   

  
	
   

  	
   

  
	
  /s/ John Hynes

  	
   

  
	
  SIGNED by

  	
   

  
	
  John
  Hynes

  	
   

  



 


32