Exhibit
10.02 Updated Restricted Stock Agreement

    


    RESTRICTED
STOCK AGREEMENT

     

    THIS
RESTRICTED STOCK AGREEMENT (the “Agreement”) is made on this ____ day of
_________, 20__ 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
________ 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.  

            	
              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 herein. Any purported encumbrance or disposition in violation of the
provisions of this Section 2 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 3 and 4 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.

     

    3. Vesting of
Shares.

     

    (a)   Subject
to Section 4 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 January 31, 2013.

      

    (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.

     

    4.   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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.   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 3 and 4.

     

    6.   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 3 and 4.

     

    7.  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.

     

    8. 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 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 Grantee
Officers shall be satisfied prior to or on the Vesting Date.

    


    9.              
Covenants Not To
Compete.  In consideration for the Restricted Shares, during
Grantee's employment with the Company and for a period of twelve (12) months
immediately after the termination of employment, regardless of the reason for
that termination, Grantee will not, directly or indirectly, without the prior
written consent of the Board of Directors (which consent will not be
unreasonably withheld):

     

    
      	
              (a)  

            	
              accept
      employment with, or perform any services for any Competitor of the
      Company.  For the purposes of this Section 9(a), the term
      "Competitor"
      means a company that manufactures orthopedic products that compete in the
      marketplace with products or services that the Company provides at the
      time Grantee's employment ends;

            


    

    
      	
              (b)  

            	
              accept
      employment with or perform any services for any of the Company's customers
      with whom Grantee had contact within the last twelve (12) months of his
      employment, if doing so would in any way reduce the level of business the
      customer does with the Company or otherwise adversely affect the Company's
      business relationship with the
customer;

            


    

    
      	
              (c)  

            	
              accept
      employment with or perform any services for any Competitor anywhere within
      the Restricted Geographic Area in the same or similar capacity or function
      to that in which Grantee worked for the Company or in any other capacity
      in which Grantee's knowledge of the Company's confidential information or
      the customer goodwill Grantee helped to develop on behalf of the Company
      would facilitate or support Grantee's work.  For purposes of
      this Agreement, the term "Restricted Geographic Area" means (i) each
      and every State of the United States of America in which the Company is
      manufacturing or selling any of its products or services at the time
      Grantee's employment ends; and (ii) each and every country in which
      the Company is manufacturing or selling any of its products and services
      at the time Grantee's employment ends.  However, if the
      Competitor has separate divisions, business units or segments, some of
      which are not competitive with the business of the Company, nothing herein
      shall prohibit Grantee from being employed by or working for only that
      segment of the business that is not competitive with the business of the
      Company, provided Grantee's work does not involve any products or services
      that compete with the Company's products and
  services;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              (d)  

            	
              urge,
      induce or seek to induce any of the Company's customers to reduce or
      terminate their business with the Company or in any manner interfere with
      the Company's business relationships with its
  customers;

            


    

    
      	
              (e)  

            	
              urge,
      induce or seek to induce any of the Company's customers with whom Grantee
      had contact during the last twelve (12) months of his employment with the
      Company, to reduce or terminate their business with the Company or in any
      manner interfere with the Company's business relationships with its
      customers;

            


    

    
      	
              (f)  

            	
              acquire
      or maintain an ownership interest in any Competitor, except passive
      ownership of up to two percent (2%) of any publicly traded
      securities;

            


    

    
      	
              (g)  

            	
              either
      on his own account or for any other person, firm or company solicit, hire,
      employ or attempt to solicit, hire or employ, or endeavor to cause any
      employee of the Company to leave his employment, or to induce or attempt
      to induce any such employee to breach any employment agreement with the
      Company.

            


    

    
      	
              (h)  

            	
              urge,
      induce or seek to induce any of the Company's independent contractors,
      subcontractors, consultants, vendors or suppliers to reduce, terminate or
      modify in any way their relationship with the
  Company;

            


    

    
      	
              (i)  

            	
              disparage
      the Company, its directors, officers, employees, products, facilities or
      other persons or things associated with the Company or otherwise publish
      or communicate any information or opinions that would reasonably be
      considered to be derogatory or critical of the Company, its Directors,
      officers, employees, products, facilities or other persons or things
      associated with the Company.

            


    

    


    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 the 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)