**EXHIBIT 10.29**

April 12, 2007Andrew Miclot1625 S Meadow Dr.Warsaw, IN 46580

Dear Andy:

This letter will confirmthe Agreement between you and Symmetry Medical Inc. (the “Company”) as follows:

1)                                      Separationfrom the Company: By signing this agreement you acknowledge that yourseparation from the Company is effective April 12, 2007 (the “SeparationDate”). As of the Separation Date, you are no longer required to fulfill any ofthe duties and responsibilities associated with your positions at the Company andits subsidiaries. By April 30th,2007, the Company agrees to make a lump sum payment to you in the amount ofthirteen weeks of your base pay, so long as you do not revoke this agreement asprovided for below.

2)                                      Membership:After December 31, 2007 the Company will no longer pay for your CountryClub Membership.

3)                                      CompanyCar: You may keep your company car for six months following the SeparationDate or until you become employed by another company that provides you with acompany car, whichever occurs first. At that time you can turn it in to theCompany or take over the lease. You may keep your cell phone number, e-mailaddress, blackberry and laptop until May 2, 2007.

4)                                      Stock:

a.                                       RestrictedStock: You currently own 12,000 shares of performance based restrictedstock which you have been awarded, pursuant to certain Restricted StockAgreements, dated as of May 16, 2005 and July 7, 2006 between you andthe Company (the “Restricted Stock Agreements”), of which zero shares arecurrently vested. These shares have a performance based vesting schedule withcliff vesting at the end of December 2008. The Company agrees that you maykeep the Restricted Stock for the life of the restricted stock per theRestricted Stock Agreement and that the board has waived clause #5 relating toforfeiting the shares if you are no longer an employee in either considerationfor the terms described in 7, 8) c. and 9) below.

b.                                      Options.You currently own 6,517 stock options to that certain Stock Option Agreement,date as of July 29, 2003 between you and the Company (the “Stock OptionAgreement”), of which 100% of the shares are currently vested. The Companyagrees that you may keep these vested Options for the life of the Options andthat the Board of Directors has waived clause #5 (a) relating to forfeiting orselling the shares within 30 days of your departure in consideration for theterms described in 7, 8(c) and 9 below.

5)                                      Out-Placement:The Company offers out-placement services.

6)                                      Benefits:Beginning on the Separation Date, you will be eligible to participate under theCompany’s medical plan for eighteen months pursuant to COBRA and the Companywill be responsible for all costs associated with such coverage throughOctober 2, 2008. After which time if you choose to

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200 West Market Street ·Warsaw, IN 46580, USA ·T:+1.574.268.2252 ·F:+1.574.267.4551

·www.symmetrymedical.com

 

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Continue with COBRA you will be responsible for all costs of coverage.In the event that you become employed by another company that provides benefitsyour COBRA coverage will end.

7)                                      Releaseby You:

a.                                       You(for self, your heirs, assigns or executors) release and forever discharge theCompany, any of its affiliates, and its directors, officers, agents andemployees from any and all claims, suits demands, causes of action, contracts,covenants obligations, debts, costs, expenses, attorney’s fees, liabilities ofwhatever kind or nature in law or equity, by statue or otherwise whether nowknown or unknown, vested or contingent, suspected or unsuspected, and whetheror not concealed or hidden, which have existed or may have existed, or which doexist, through the date this letter agreement becomes effective and enforceable(“Claims”) of any kind, which relate in any way to your employment with theCompany or the termination of that employment except those arising out of theperformance of this letter agreement. Such released claims include, without inany way limiting the generality of the foregoing language, any and all claimsof employment discrimination under any local, state or federal law orordinance, including without limitation, Title VII or the Civil Rights Act of1964, as amended; the Civil Rights Act of 1991; the Americans with DisabilitiesAct of 1990l and the Age Discrimination in Employment Act of 1967, as amended.You further acknowledge that except as set forth in this letter agreement, youare not entitled to any other salary, bonus, severance, reimbursement of anykind, benefit or expectation of remuneration or other monies from the Companyor any of its affiliates.

b.                                      Insigning this Release you acknowledge that you intend that it shall be effectiveas a bar to each and every one of the Claims hereinabove mentioned or implied.You expressly consent that this Release shall be given full force and effectaccording to each and all of its express terms and provisions, including thoserelating to unknown unsuspected Claims (notwithstanding any state statute thatexpressly limits the effectiveness of a general release of unknown, unsuspectedand unanticipated Claims), if any, as well as those relating to any otherClaims hereinabove mentioned or implied. You acknowledge and agree that thiswaiver the Company would not make the Severance Payments described in paragraphone and four. You further agree that in the event you seek to recover againstthe Company in any Claim brought by a governmental agency on your behalf, thisrelease shall serve as a complete defense to such Claims.

c.                                       Bysigning this letter agreement, you acknowledge that you:

i.                                          havebeen given thirty days after receipt of this letter agreement within which toconsider it;

ii.                                       havecarefully read and fully understand all of the provisions of this letteragreement;

iii.                                    knowinglyand voluntarily agree to all of the terms set forth in this agreement;

iv.                                   knowinglyand voluntarily agree to be legally bound by this letter agreement;

v.                                      havebeen advised and encouraged in writing (via this agreement) to consult with an attorneyprior to signing this letter agreement;

vi.                                   understandthat this letter agreement, including the Release, shall not become effectiveand enforceable until the eighth day following execution of this letteragreement, and that at any time prior to the effective day you can revoke thisletter agreement;

vii.                                understandyou may revoke this Letter Agreement within seven (7) days by providing writtennotice to Anthony M. Stites, 215 East Berry Street, Fort Wayne, Indiana46802.

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8)                                      AdditionalAgreement:

a.                                       Youalso agree not to disparage the Company, or its past and present investors, directors,officers, other affiliates or employees, and to keep all confidential andpropriety information about the past and present business affairs of theCompany confidential unless a prior written release from the Company isobtained.

b.                                      Youfurther agree that as of the date hereof, you have returned to the Company anyand all property, tangible or intangible, relating to its business, which youpossessed or had control over at any time, including but not limited to companyprovided credit cards, building or office access cards, keys, computerequipment, manuals, files, documents, records, software, customer data base andother data that you shall not retain any copies, compilations, extracts,excerpts, summaries or other notes of any such manual files, documents,records, software, customer data base or other. This does not include anyexceptions stated in this letter to the above.

c.                                       Youalso agree for the period from April 11, 2007 until December 31,2008, that you will serve as a consultant to the Company and to make yourselfavailable as requested and necessary to a reasonable amount of questions fromthe Company related to your prior position and/or questions about theorthopedic industry. You agree to this until December 31, 2008 to consult onmatters related to your prior position, the Company or the orthopedic industry.

9)                                      ConfidentialInformation: You agree to keep confidential all confidential informationand trade secrets of the Company and to refrain from disclosing anyconfidential information and/or trade secrets without written permission of thePresident and CEO of the Company.

10)                                Non-compete:In further consideration to the amount to be paid to you hereunder, you herebyagree until December 31, 2008 to not engage directly or indirectly in thesame or substantially similar business in which the Company or any of itsaffiliates engages as of the Separation Date anywhere within the markets inwhich the Company or its affiliates operates. However, that ownership of lessthan 5% of the outstanding stock of any publicly traded corporation shall notbe deemed to be engaging solely be reason thereof in any of its businesses.Further, not withstanding the language of this section, you may acceptemployment with a customer or potential customer of the Company. The Companyshall have the right and remedy to have the provision of paragraph 8specifically enforced, including by temporary and/or permanent injunction, itbeing acknowledged and agreed that any such violation may cause irreparableinjury to the Company and that money damages will not provide an adequateremedy to the Company. If any of the covenants contained in paragraph 8 is heldto be unenforceable because of the duration of such provision or the areacovered thereby, the parties agree that the court making such determinationshall have the authority to reduce the duration and/or area of such provisionand in its reduced form said provision shall then be enforceable. The length ofthis non-competition period shall be extended day for day for any time periodthat you are in violation of any of these restrictions.

11)                                Confidentialityof the Letter Agreement: The contents of this letter agreement, includingbut not limited to its financial terms, are strictly confidential. By signingthis agreement you agree and represent that you will maintain the confidentialnature of the agreement, except (a) to legal counsel, tax and financialplanners, and immediate family who agree to keep it confidential; (b) asotherwise required by law, in which case you shall notify the Company inwriting in advance of the disclosure; and (c) as necessary to enforce thisletter agreement.  The Company agreesthat it will keep the contents of this letter agreement confidential, except(a) to its executive staff and governing bodies, as necessary or appropriate,and its outside counsel and auditors; (b) as otherwise required by law including,but not limited to, requirements of the Securities and Exchange Commission andthe New York Stock Exchange; and (c) as necessary to enforce this letteragreement.

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12)                                NoTransfer or Assignment: You and the Company agree that no interest or rightyou have or any of your beneficiaries has to receive payment or to receivebenefits under this agreement shall be subject in any manner to sale, transfersassignment, pledge, attachment, garnishment, or other alienation or encumbranceof any kind, except as required by law. Nor may such interest or right toreceive payment or distribution be taken, voluntarily or involuntarily, for thesatisfaction of the obligations or debts of, or other claims, against you oryour beneficiary, including for alimony, except to the extent required by law.

13)                                NoAdmissions: This letter agreement shall not be construed as an admission ofany wrongdoing either by the Company or, its affiliates, or its officers,agents and employees.

14)                                CompleteAgreement Amendment: This letter agreement contains the entire agreementbetween you and the Company with respect to the terms of your separation fromthe Company and its subsidiaries. No part of this letter agreement may beamended or modified except in writing, executed by both you and the Company.

15)                                GoverningLaw: This letter agreement shall be interpreted in accordance with the lawsof the State of Indiana. Whenever possible each provision of this letteragreement shall be interpreted in a manner as to be effective and valid underapplicable law, such provision shall be ineffective only to the extent of suchprohibition or invalidity, without invalidating or affecting the remainder ofsuch provision or any of the remaining provisions of this letter agreement.

16)                                Counterparts.This letter agreement may be executed in separate counterparts, each of whichis deemed to be an original and all of which taken together constitute one andthe same agreement.

17)                                FurtherAssurance: You hereby agree to execute, acknowledge and deliver to theCompany any further documents reasonable requested by the Company to effectuateyour separation from the Company and each of its subsidiaries as an officer,director, or otherwise.

Please indicateyour agreement by signing this letter and returning it to me.
|                                 | Very truly yours, |
|---------------------------------|-------------------|
|                            |              |   |
|                            |              |   |
|                            | By:               |  /s/  Brian S. Moore |
|                            |              | Brian S. Moore |
|                            |              | CEO Symmetry Medical Inc. |
| AGREED AND ACCEPTED             |              |   |
| The 12th of  April, 2007        |              |   |
|                            |              |   |
|                            |              |   |
|  /s/ Andrew J. Miclot |              |   |
| Andrew J.  Miclot          |              |   |

 

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200 West Market Street ·Warsaw, IN 46580, USA ·T:+1.574.268.2252 ·F:+1.574.267.4551

·www.symmetrymedical.com

 

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