EXHIBIT
10.49





Form
of Restricted Stock Agreement – Key Employees





RESTRICTED
STOCK AGREEMENT




THIS
RESTRICTED STOCK AGREEMENT (the “Agreement”) is made on this 31st day of March,
2010 between Symmetry Medical Inc., a Delaware corporation (the “Company”), and
______ (“Grantee”).




WHEREAS,
the Grantee is an employee of the Company whose continued employment and high
achievement have the ability to impact the Company’s performance;
and




WHEREAS,
the commitment to grant shares of restricted stock pursuant to the Company’s
Amended and Restated 2004 Equity Incentive Plan, as amended from time to time by
the Company’s shareholders (the “Plan”) to the Grantee under the terms hereof
has been approved by the Company’s Compensation Committee (the
“Committee”).




NOW,
THEREFORE, pursuant to the Plan, the Company hereby commits to grant to Grantee
11,500 shares of Common Stock, par value $.0001, (“Common Stock”) of the Company
(the grant in whole or in part is collectively referred to herein as the
“Restricted Shares”) effective as of the date set forth in Section 2 hereof (the
“Date of Grant”), subject to the terms and conditions of the Plan and 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;
Performance Criteria.  The Company shall issue the Restricted
Shares to Grantee if, and to the extent that the performance criteria set forth
below (the “Performance Criteria”) are satisfied:





50% of
the Restricted Stock shall be based on the extent to which each achieves the Key
Actions agreed to with the CEO and approved by the Board of
Directors.





The
remaining 50% of the Restricted Shares shall be granted in whole or in part
based on the Company’s achievement of its budgeted financial performance for
operating income.  Grants will be on a sliding scale, starting at the
Company’s achievement of 80% of operating income budget (below which 0% of the
Restricted Stock shall be granted), up to the achievement of 100% of budget (in
which case 100% of the Restricted Stock shall be
granted).  Performance between these levels will result in a grant on
a ratio of 5% of the Restricted Stock for each 1% of the Company’s performance
above 80% of budget.  For example, if the Company achieves 91% of its
budget 55% of the Restricted Stock shall be granted (11 x 5%).





Company
performance from 100% of budget to 120% of budget will result in an increase in
the Restricted Stock granted by a ratio of 2% of the Restricted Stock for each
1% over budget the Company achieves.  For example, if the Company
achieves 105% of its operating income budget, the Restricted Stock will be
multiplied by 110% (5 x 2%) to determine the grant amount.  The
portion of the grant connected to the achievement of personal tasks shall be
adjusted upward in the event of such performance, although the participant’s
receipt of the shares shall remain subject to achievement (or partial
achievement) of the tasks.





The
Restricted Shares shall be issued within ninety (90) days of the date of
confirmation that the foregoing Performance Goal(s) have been met, in whole or
in part.  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 of
Grant, the Restricted Shares shall be fully paid and nonassessable and shall be
represented by a certificate issued in the name of the Grantee and endorsed with
an appropriate legend referring to the restrictions on transfer hereinafter set
forth.




3. Restrictions on Transfer of
Shares.





(a) 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 Sections 4 and 5 hereof. Any purported encumbrance or
disposition in violation of the provisions of this Section 3 shall be void
AB INITIO, and the
recipient of any Restricted Shares transferred in contravention hereof shall not
obtain any rights to or interest in the Restricted
Shares.  Notwithstanding the foregoing, Grantee may not Transfer
Restricted Shares which have become nonforfeitable as provided in
Sections 4 and 5 hereof unless and until the 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
Restricted Shares are not required to be registered under the Securities Act or
the Transfer of the Restricted Shares is not subject to Rule
144.





(b)               Any
Grantee who is also an Executive Officer of the Company, and who is included in
the Summary Compensation Table of the Company’s Proxy Statement for the annual
meeting of shareholders immediately preceding the Vesting Date, agrees not to
Transfer the Restricted Shares for six (6) months following the Vesting
Date.  Any purported Transfer in violation of the provisions of this
Section shall be void AB
INITIO, and the recipient of any Restricted Shares transferred in
contravention hereof shall not obtain any rights to or interest in the
Restricted Shares.




4. Vesting of
Shares.




(a) Subject
to Section 5 hereof, the Restricted Shares, if any, granted on the Date of
Grant 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
2012.





(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.  If the Restricted Shares have not been granted upon the
closing of a Change in Control then the number of Restricted Shares to be
granted to the Grantee and the time of the grant shall be determined as
follows:





1.
            Should
      an event constituting a Change in Control occur prior to the Company’s
      receipt of audited financials for the fiscal year in which the Performance
      Criteria are calculated, then immediately prior to the Change in Control
      the Company shall issue to Grantee the Restricted Shares without any
      modification related to the Performance Criteria.  Any personal
      tasks related to the grant of the Restricted Shares shall be deemed to
      have been performed unless the Board makes an affirmative determination
      that the time for achieving the task has passed without its successful
      completion.





2.
            Should
      an event constituting a Change in Control occur after the Company’s
      receipt of audited financials for the fiscal year in which Performance
      Criteria are calculated, then immediately prior to the Change in Control
      the Company shall issue to Grantee the Restricted Shares in an amount as
      modified by application of the Performance
  Criteria.




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 as a result of his/her ownership of the
Restricted Shares 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 Restricted Shares in respect of which they are issued or
transferred and shall become Restricted Shares for the purposes of this
Agreement.  Cash dividends declared shall accumulate unpaid and be
subject to the same risk of forfeiture, certificate delivery provisions and
restrictions on transfer as the forfeitable Restricted Shares as set forth in
Sections 4 and 5 until such time as the Restricted Shares vest.  Such
dividends are not intended to be subject to IRS Code Section 409A and are
intended to meet the short term deferral rule.  Cash dividends will be
paid to Grantee at the date of the Restricted Shares’ vesting pursuant to
Sections 4 and 5.




7. Retention of Stock
Certificate(s) by the Company. The certificate(s) representing
the Restricted Shares shall be held in custody by the Company or in book format
by its transfer agent until such shares have become nonforfeitable in accordance
with Sections 4 and 5.




8. Compliance with Laws.
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, the Grantee shall provide the Company
with full and complete payment for any such obligations or estimated
obligations, as calculated by Company in its sole discretion.  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 average
of the Fair Market Value of the Restricted Shares over the five trading days
immediately preceding the date they are tendered to the Company to satisfy any
withholding obligations.  All withholding obligations of the Company’s
Executive Officers shall be satisfied prior to or on the Vesting
Date.





10. Conformity with Plan.
This 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 Agreement and the Plan shall be resolved in accordance with the terms of
the Plan.  By executing this Agreement, Grantee acknowledges and
agrees to be bound by all of the terms of this Agreement and the
Plan.  The Plan is administered by the Committee, and determinations
and interpretations of the Committee on all matters relating to the Plan and
this Agreement, shall be in compliance with the Plan and shall be conclusive and
binding on the Grantee and the Company.





11. Amendments. The
provisions of this Agreement may be amended and waived only with the prior
written consent of the Company, Committee 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 Indiana, without giving effect to the principles of
conflict of laws thereof, shall govern the interpretation, performance and
enforcement of this Agreement.  The parties hereby submit to the
exclusive venue in and jurisdiction of the state or federal courts located in
Ft. Wayne, Indiana over any dispute related to 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)