Exhibit 10.5


 


2005 EQUITY PLAN


FOR KEY EMPLOYEES OF


ACCELLENT HOLDINGS CORP. AND ITS SUBSIDIARIES
AND AFFILIATES


 


1.             Purpose of Plan


 


The 2005 Equity Plan for Key Employees of Accellent Holdings Corp. and
its Subsidiaries and Affiliates (the “Plan”) is designed:


 


(a)           to
promote the long term financial interests and growth of Accellent Holdings
Corp. (the “Company”) and its Subsidiaries and Affiliates by attracting
and retaining management and other personnel with the training, experience and
ability to enable them to make a substantial contribution to the success of the
Company’s business;


 


(b)           to
motivate management personnel by means of growth-related incentives to achieve
long range goals; and


 


(c)           to
further the alignment of interests of participants with those of the
stockholders of the Company through opportunities for increased stock, or
stock-based ownership in the Company.


 


2.             Definitions


 


As used in the Plan, the following words shall have the following
meanings:


 


(a)           “Affiliate”
means with respect to any Person, any entity directly or indirectly
controlling, controlled by or under common control with such Person.


 


(b)           “Board”
means the Board of Directors of the Company.


 


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


 


(d)           “Committee”
means the Compensation Committee of the Board (or, if no such committee is
appointed, the Board).


 


(e)           “Common
Stock” or “Share” means the common stock, par value $0.01 per share,
of the Company, which may be authorized but unissued, or issued and reacquired.


 





















 


(f)            “Employee”
means a person, including an officer, in the regular employment of the Company
or one of its Subsidiaries or Affiliates who, in the opinion of the Committee,
is, or is expected to have involvement in the management, growth or protection
of some part or all of the business of the Company or one of its Subsidiaries
or Affiliates.


 


(g)           “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(h)           “Fair
Market Value” means the Market Value Per Share (as defined in the
Management Stockholder’s Agreement), or if there has been no Qualified Public
Offering (as defined in the Management Stockholder’s Agreement), the fair
market value of the Common Stock as determined (i) in the good faith
discretion of the Board and (ii) without any discounts for liquidity
restrictions or non-controlling interests; provided, however, that the Board
shall use commercially reasonable efforts to determine the fair market value of
the Common Stock in accordance with Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”) and the regulations thereunder.


 


(i)            “Grant”
means an award made to a Participant pursuant to the Plan and described in Section 5,
including, without limitation, an award of a Stock Option, Purchase Stock,
Restricted Stock or Stock Appreciation Right (as such terms are defined in Section 5),
or any combination of the foregoing.


 


(j)            “Grant
Agreement” means an agreement between the Company and a Participant that
sets forth the terms, conditions and limitations applicable to a Grant.


 


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


 


(l)            “Investor”
means Accellent Holdings LLC.


 


(m)          “Management
Stockholder’s Agreement” means the stockholder’s agreement entered into
between the Company and each Participant.


 


(n)           “Participant”
means an Employee, non-employee member of the Board, consultant or other person
having a relationship with the Company or one of its Subsidiaries or
Affiliates, to whom one or more Grants have been made and remain outstanding.


 


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


 


(p)           “Subsidiary”
means any corporation or other entity in an unbroken chain of corporations or
other entities beginning with the Company if each of the corporations or other
entities, or group of commonly controlled corporations or other entities, other
than the last corporation or other entity in the unbroken chain then owns stock
or other equity interests possessing 50% or more of the total combined voting
power of all classes of stock or other equity interests in one of the other
corporations or other entities in such chain.


 


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3.             Administration of
Plan


 


(a)           The
Plan shall be administered by the Committee. 
The Committee may adopt its own rules of procedure, and action of a
majority of the members of the Committee taken at a meeting, or action taken
without a meeting by unanimous written consent, shall constitute action by the
Committee.  The Committee shall have the
power and authority to administer, construe and interpret the Plan, to make rules for
carrying it out and to make changes in such rules.  Any such interpretations, rules, and
administration shall be consistent with the basic purposes of the Plan.


 


(b)           The
Committee may delegate to the Chief Executive Officer and to other senior
officers of the Company its duties under the Plan subject to such conditions
and limitations as the Committee shall prescribe except that only the Committee
may designate and make Grants to Participants who are subject to Section 16
of the Exchange Act.


 


(c)           The
Committee may employ counsel, consultants, accountants, appraisers, brokers or
other persons.  The Committee, the
Company, and the officers and directors of the Company shall be entitled to
rely upon the advice, opinions or valuations of any such persons.  All actions taken and all interpretations and
determinations made by the Committee in good faith shall be final and binding
upon all Participants, the Company and all other interested persons.  No member of the Committee shall be
personally liable for any action, determination or interpretation made in good
faith with respect to the Plan or the Grants, and all members of the Committee
shall be fully protected by the Company with respect to any such action,
determination or interpretation.


 


4.             Eligibility


 


The Committee may from time to time make Grants under the Plan to such
Employees, or other persons having a relationship with Company or any of its
Subsidiaries or Affiliates, and in such form and having such terms, conditions
and limitations as the Committee may determine. 
The terms, conditions and limitations of each Grant under the Plan shall
be set forth in a Grant Agreement, in a form approved by the Committee, consistent,
however, with the terms of the Plan; provided, however, that such
Grant Agreement shall contain provisions dealing with the treatment of Grants
in the event of the termination of employment, death or disability of a
Participant, and may also include provisions concerning the treatment of Grants
in the event of a Change in Control of the Company.


 


5.             Grants


 


From time to time, the Committee will determine the forms and amounts
of Grants for Participants.  Such Grants
may take the following forms in the Committee’s sole discretion:


 


(a)           Stock
Options - These are options to purchase Common Stock.  At the time of Grant the Committee shall
determine, and shall include in the Grant Agreement or other Plan rules, the
option exercise period, the option exercise price, vesting requirements, and
such other terms, conditions or restrictions on the grant or exercise of the
option as the Committee deems appropriate; provided, however, that the option
exercise price shall not be less than the Fair Market Value of a Share on the
date the option is granted, other than to the extent the option is rolled over
or assumed.  In addition to other
restrictions contained in the Plan, an option granted under this


 


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Section 5(a) may not
be exercised more than 10 years after the date it is granted.  Payment of the option exercise price shall be
made (i) in cash, (ii) with the consent of the Committee, in Shares
that the Participant has held for at least six months, (iii) with the consent
of the Committee, through the withholding of Shares otherwise issuable upon the
exercise of the option, or (iv) a combination of the foregoing methods,  in accordance with the terms of
the Plan, the Grant Agreement and of any applicable guidelines of the Committee
in effect at the time.


 


(b)           Stock
Appreciation Rights - The Committee may grant Stock Appreciation Rights
independent of, or in connection with, the grant of a Stock Option or a portion
thereof.  Each Stock Appreciation Right
shall be subject to such other terms as the Committee may determine.  The exercise price per Share of a Stock
Appreciation Right shall be an amount determined by the Committee but in no
event shall such amount be less than the Fair Market Value of a Share on the
date the Stock Appreciation Right is granted or, in the case of a Stock
Appreciation Right granted in conjunction with a Stock Option, or a portion
thereof, the option exercise price of the related Stock Option.  Each Stock Appreciation Right granted
independent of a Stock Option shall entitle a Participant upon exercise to an
amount equal to (i) the excess of (A) the Fair Market Value on the
exercise date of one Share over (B) the exercise price per Share, times (ii) the
number of Shares covered by the Stock Appreciation Right.  Each Stock Appreciation Right granted in
conjunction with a Stock Option, or a portion thereof, shall entitle a
Participant to surrender to the Company the unexercised Stock Option, or any
portion thereof, and to receive from the Company in exchange therefor an amount
equal to (i) the excess of (A) the Fair Market Value on the exercise
date of one Share over (B) the option exercise price per Share, times (ii) the
number of Shares covered by the Stock Option, or portion thereof, which is surrendered.  The date a notice of exercise is received by
the Company shall be the exercise date. 
Payment shall be made in Shares or in cash, or partly in Shares and
partly in cash (any such Shares valued at such Fair Market Value), all as shall
be determined by the Committee.


 


(c)           Purchase
Stock – Purchase Stock are Shares offered to a Participant at such price as
determined by the Committee, the acquisition of which may make the Participant
eligible to receive Grants under the Plan, including, but not limited to, Stock
Options.


 


(d)           Restricted
Stock – Restricted Stock are Shares granted by the Committee to a
Participant, with or without charge to the Participant (as may be required by
applicable law).  The Restricted Stock
shall be subject to such other terms as the Committee may determine.


 


6.             Limitations and
Conditions


 


(a)           The
number of Shares available for Grants under this Plan shall be 14,374,633,
subject to adjustment as provided for in Sections 8 and 9, unless restricted by
applicable law.  Shares related to Grants
that are forfeited, terminated, canceled or expire unexercised, shall
immediately become available for new Grants.


 


(b)           No
Grants shall be made under the Plan beyond ten years after the effective date
of the Plan, but the terms of Grants made on or before the expiration of the
Plan may extend beyond such expiration. 
At the time a Grant is made or amended or the terms or conditions of a
Grant are changed in accordance with the terms of the Plan or the Grant
Agreement, the Committee may provide for limitations or conditions on such
Grant.


 


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(c)           Nothing
contained herein shall affect the right of the Company or any of its
Subsidiaries or Affiliates to terminate any Participant’s employment at any
time or for any reason.


 


(d)           Other
than as specifically provided in the Management Stockholder’s Agreement, no
benefit under the Plan shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any
attempt to do so shall be void.  No such
benefit shall, prior to receipt thereof by the Participant, be in any manner
liable for or subject to the debts, contracts, liabilities, engagements, or
torts of the Participant.


 


(e)           Participants
shall not be, and shall not have any of the rights or privileges of,
stockholders of the Company in respect of any Shares purchasable in connection
with any Grant unless and until certificates representing any such Shares have
been issued by the Company to such Participants (or book entry representing
such shares has been made and such Shares have been deposited with the
appropriate registered book-entry custodian).


 


(f)            No
election as to benefits or exercise of any Grant may be made during a
Participant’s lifetime by anyone other than the Participant except by a legal
representative appointed for or by the Participant.


 


(g)           Absent
express provisions to the contrary, any Grant under this Plan (i) shall
not be deemed compensation for purposes of computing benefits or contributions
under any retirement or severance plan of the Company or its Subsidiaries or
Affiliates and shall not affect any benefits under any other benefit plan of
any kind now or subsequently in effect under which the availability or amount
of benefits is related to level of compensation and (ii) is not intended
to be deferred compensation subject to Section 409A of the Code.  This Plan is not a “Retirement Plan” or “Welfare
Plan” under the Employee Retirement Income Security Act of 1974, as amended.


 


(h)           Unless
the Committee determines otherwise, no benefit or promise under the Plan shall
be secured by any specific assets of the Company or any of its Subsidiaries or
Affiliates, nor shall any assets of the Company or any of its Subsidiaries or
Affiliates be designated as attributable or
allocated to the satisfaction of the Company’s obligations under the Plan.


 


7.             Transfers and
Leaves of Absence


 


For purposes of the Plan, unless the Committee determines otherwise: (a) a
transfer of a Participant’s employment without an intervening period of
separation among the Company and any Subsidiary or Affiliate (or among any
Subsidiaries or Affiliates) shall not be deemed a termination of employment,
and (b) a Participant who is granted in writing a leave of absence or who
is entitled to a statutory leave of absence shall be deemed to have remained in
the employ of the Company (and any Subsidiary or Affiliate) during such leave
of absence.


 


8.             Adjustments


 


In the event of any change in the outstanding Common Stock, including,
without limitation, a stock split, spin-off, stock or extraordinary cash
dividend, stock combination, reclassification, recapitalization, liquidation,
dissolution, reorganization, merger, Change in Control, or other event
affecting the capital stock of the Company, the Committee may adjust


 


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appropriately (a) the number and kind of shares subject to the
Plan and available for or covered by Grants and (b) exercise prices
related to outstanding Grants, and make such other revisions to outstanding
Grants as it deems, in good faith, are equitably required (including, without
limitation, to the exercise price of Stock Options).


 


9.             Merger,
Consolidation, Exchange, Acquisition, Liquidation or Dissolution


 


In its absolute discretion, acting in good faith, and on such terms and
conditions as it deems appropriate, coincident with or after the grant of any
Grant, the Committee may provide that such Grant cannot be exercised after the
combination, merger or consolidation of the Company with or into another
corporation or other entity, the exchange of all or substantially all of the
assets of the Company for the securities of another corporation or other
entity, the acquisition by another person of 80% or more of the Company’s then
outstanding shares of voting stock or the recapitalization, reorganization,
reclassification, liquidation, dissolution, or other event affecting the
capital stock of the Company.  The
Committee shall, on such terms and conditions as it deems appropriate, acting
in good faith, also provide, either by the terms of such Grant or by a
resolution adopted prior to the occurrence of such merger, consolidation,
exchange, acquisition, recapitalization, reorganization, reclassification,
liquidation, dissolution or other event affecting the capital stock of the
Company, that, after written notice to all affected Participants and for a
reasonable period of time prior to such event, such Grant which is being made
unexercisable after any such event shall be exercisable as to any Shares
subject thereto, notwithstanding anything to the contrary herein (but subject
to the provisions of Section 6(b)) and that, upon the occurrence of such
event, such Grant shall terminate and be of no further force or effect.  The Committee may also provide, in its
absolute discretion, that (a) even if the Grant shall remain exercisable
after any such event, from and after such event, any such Grant shall be
exercisable only for, or (b) the Grant may be cancelled as of the date of
such event only in exchange for, the kind and amount of securities and/or other
property, or the cash equivalent thereof (as determined by the Committee in
good faith), receivable as a result of such event by the holder of a number of
Shares for which such Grant could have been exercised immediately prior to such
event.  The Committee may further provide
in its absolute discretion, an opportunity for holders of such Grant to enter
into new Grants in connection with such event, on such terms and conditions as
the Committee deems appropriate.


 


10.           Amendment and
Termination


 


(a)           The Committee shall
have the authority to make such amendments to any terms and conditions
applicable to outstanding Grants as are consistent with this Plan provided that
no such action shall modify any Grant in a manner materially adverse to all
Participants with respect to any outstanding Grants, other than pursuant to Section 8
or 9 hereof, without the Participant’s consent except as such modification is
provided for or contemplated in the terms of the Grant or this Plan (except
that any adjustment that is made pursuant to Section 8 or 9 hereof may be
made by the Committee in good faith).


 


(b)           The Board may amend,
suspend or terminate the Plan except that no such action, other than an action
under Section 8 or 9 hereof, may be taken which would, without stockholder
approval, increase the aggregate number of Shares available for Grants under
the Plan, decrease


 


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the price of outstanding Grants, change the requirements relating to
the Committee, extend the term of the Plan or be materially adverse to all
Participants with respect to any outstanding Grants.


 


(c)           If any payment of
money, delivery of Shares or other benefits due to the Participant hereunder
could cause the application of an accelerated or additional tax under Section 409A
of the Code, such payment, delivery of Shares or other benefits shall be
deferred if deferral will make such payment, delivery of Shares or other
benefits compliant under Section 409A of the Code, otherwise such payment,
delivery of Shares or other benefits shall be restructured, to the extent
possible, in a manner, determined in good faith by the Company and reasonably
acceptable to the Participant, that does not cause such an accelerated or
additional tax.


 


11.           Governing Law;
Foreign Options and Rights


 


(a)           This
Plan shall be governed by and construed in accordance with the laws of New York
applicable therein.


 


(b)           The
Committee may make Grants to Employees who are subject to the laws of
jurisdictions other than those of the United States, which Grants may have
terms and conditions that differ from the terms thereof as provided elsewhere
in the Plan for the purpose of complying with foreign laws or otherwise as
deemed to be necessary or desirable by the Committee.


 


12.           Withholding Taxes


 


The Company shall have the right to deduct from any payment made under
the Plan any federal, state or local income or other taxes required by law to
be withheld with respect to such payment. 
It shall be a condition to the obligation of the Company to deliver
Shares upon the exercise of a Stock Option that the Participant pay to the
Company such amount as may be requested by the Company for the purpose of
satisfying any liability for such withholding taxes.


 


13.           Effective Date and
Termination Dates


 


The Plan shall be effective on and as of the
date of its approval by the stockholders of the Company and shall terminate ten
years later, subject to earlier termination by the Board pursuant to Section 10.


 


 


Approved by stockholders on November
21, 2005.


 


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