Exhibit 10.8


 


FORM OF


MANAGEMENT STOCKHOLDER’S AGREEMENT


 


This
Management Stockholder’s Agreement (this “Agreement”) is entered into as
of November   , 2005 (the “Effective Date”) between
Accellent Holdings Corp., a Delaware corporation (“Accellent Holdings”),
and the undersigned person (the “Management Stockholder”) (Accellent
Holdings and the Management Stockholder being hereinafter collectively referred
to as the “Parties”).  All
capitalized terms not immediately defined are hereinafter defined in Section 7(c) of
this Agreement.


 


WHEREAS,
on October 7, 2005, Accellent Acquisition Corp. (“AAC”), a Delaware
corporation, and Accellent Inc., a Maryland corporation (the “Company”),
entered into an Agreement and Plan of Merger, as amended on October 18,
2005 (the “Merger Agreement”), pursuant to which Accellent Merger Sub
Inc., a Maryland corporation and wholly-owned subsidiary of AAC, will merge
with and into the Company (the “Merger”) with the Company continuing as
the surviving corporation (the date of such Merger, the “Closing
Date”).


 


WHEREAS, in
connection with the Merger, the Management Stockholder has entered into a
Rollover Agreement with Accellent Holdings, such agreement dated as of the date
hereof (the “Rollover Agreement”), pursuant to which the Management
Stockholder and Accellent Holdings agreed that certain options to acquire shares of
common stock, par value $0.01 per share, of the Company held by the
Management Stockholder and granted pursuant to the Amended and Restated
Accellent Inc. 2000 Stock Option and Incentive Plan (the “Existing Accellent
Plan”), will be converted into options to acquire (the “Rollover Option”)
shares of common stock, par value $0.01 per share, of Accellent Holdings (the “Common
Stock”);


 


WHEREAS, in
connection with the Merger, in addition to entering into the Rollover
Agreement, the Management Stockholder has agreed to purchase shares of Common
Stock;


 


WHEREAS, the
Management Stockholder has been selected by Accellent Holdings to receive an
option to purchase shares of Common Stock (the “New Option”, together
with the Rollover Option, an “Option,” or collectively the “Options”)
pursuant to the terms set forth below and the terms of the 2005 Equity Plan for
Key Employees of Accellent Inc. and Its Subsidiaries and Affiliates (the “Option
Plan”) and the Stock Option Agreement dated as of the date hereof, entered
into by and between Accellent Holdings and the Management Stockholder (the “Stock
Option Agreement”); and


 


WHEREAS, this
Agreement is one of several other agreements (“Other Management Stockholders’
Agreements”) which have been, or which in the future will be, entered into
between Accellent Holdings and other individuals who are or will be key
employees of Accellent Holdings or one of its Subsidiaries or Affiliates (collectively,
the “Other Management Stockholders”).


 


NOW THEREFORE,
to implement the foregoing and in consideration of the grant of the Options and
of the mutual agreements contained herein, the Parties agree as follows:


 





















 


1.             Issuance of Purchased Stock; New Options; Rollover Options.


 


(a)           The Management Stockholder hereby subscribes for and shall
purchase, as of the Effective Date, and the Company shall issue and deliver to
the Management Stockholder, as of the Effective Date,                   shares
of Common Stock, at a purchase price of $5.00 (the “Base Price”) (all such shares acquired by the
Management Stockholder, the “Purchased Stock”).  The aggregate purchase price for all shares
of Purchased Stock is $                   .  For purposes of clarification, if a
Management Stockholder does not purchase any shares of Purchased Stock, all
references to Purchased Stock shall be null and void with respect to such
Management Stockholder for all purposes of this Agreement.


 


(b)           Subject to the terms and conditions hereinafter set forth
and as set forth in the Option Plan, as of the Effective Date, Accellent
Holdings will issue to the Management Stockholder a New Option to acquire
shares of Common Stock at an exercise price equal to the Base Price, and the
Parties shall execute and deliver to each other copies of the Stock Option
Agreement concurrently with the issuance of the New Option.


 


(c)           Pursuant to the terms of the Rollover Agreement, the
Rollover Option held by the Management Stockholder shall be governed by the
terms of the Existing Accellent Plan and the applicable option agreement
thereunder, as modified as described in the Rollover Agreement.  The Management Stockholder hereby agrees that
the Management Stockholder shall retain the Rollover Option (which shall
hereafter be subject to the terms and conditions of this Agreement) and that
the Management Stockholder is not entitled to receive, in connection with the
Merger, the amount that would otherwise be payable to the Management
Stockholder in respect of such Rollover Option by operation of the provisions
of Section 3.3 of the Merger Agreement.


 


(d)           Accellent Holdings shall have no obligation to issue any
Purchased Stock or New Options to, or enter into a Rollover Agreement with, any
person who (i) is a resident or citizen of a state or other jurisdiction
in which the sale of the Common Stock to him or her would constitute a
violation of the securities or “blue sky” laws of such jurisdiction or (ii) is
not an employee of Accellent Holdings or any of its Subsidiaries or Affiliates,
including the Company, on the date hereof.


 


2.             Management Stockholder’s
Representations, Warranties and Agreements.


 


(a)           In addition to agreeing to and acknowledging the
restrictions on the transfer of the Stock (as defined in Section 3) set
forth in Sections 3 and 4, if the Management Stockholder is an Affiliate, the
Management Stockholder also agrees and acknowledges that he will not transfer
any shares of the Stock unless:


 


(i)  the
transfer is pursuant to an effective registration statement under the
Securities Act of 1933, as amended, and the rules and regulations in
effect thereunder (the “Act”), and in compliance with applicable
provisions of state securities laws or


 


(ii)  (A) counsel
for the Management Stockholder (which counsel shall be reasonably acceptable to
Accellent Holdings) shall have furnished Accellent Holdings with an opinion,
satisfactory in form and substance to Accellent Holdings, that no such
registration is required because of the availability of an exemption from
registration under the Act and (B) if the Management Stockholder is a
citizen or


 


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resident of any country other than the United
States, or the Management Stockholder desires to effect any transfer in any
such country, counsel for the Management Stockholder (which counsel shall be
reasonably satisfactory to Accellent Holdings) shall have furnished Accellent
Holdings with an opinion or other advice reasonably satisfactory in form and
substance to Accellent Holdings to the effect that such transfer will comply
with the securities laws of such jurisdiction.


 


Notwithstanding the foregoing, Accellent
Holdings acknowledges and agrees that any of the following transfers are deemed
to be in compliance with the Act and this Agreement (including without
limitation any restrictions or prohibitions herein) and no opinion of counsel
is required in connection therewith: (x) a transfer permitted by or made
pursuant to Sections 3, 4, 5, 6 or 9 hereof, (y) a transfer upon the death or
Permanent Disability of the Management Stockholder to the Management
Stockholder’s Estate or a transfer to the executors, administrators,
testamentary trustees, legatees or beneficiaries of a person who has become a
holder of Stock in accordance with the terms of this Agreement; provided
that it is expressly understood that any such transferee shall be bound by the
provisions of this Agreement, and (z) a transfer made after the Effective Date
in compliance with the federal securities laws to a Management Stockholder’s
Trust, provided that such transfer is made expressly subject to this Agreement
and that the transferee agrees in writing to be bound by the terms and
conditions hereof.


 


(b)           The certificate (or certificates) representing the Stock
shall bear the following legend:


 


“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT
BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER
DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER’S
AGREEMENT DATED AS OF NOVEMBER 22, 2005 BETWEEN ACCELLENT HOLDINGS CORP.
(THE “COMPANY”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY
OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY).”


 


(c)            The Management Stockholder
acknowledges that he has been advised that (i) a restrictive legend in the
form heretofore set forth shall be placed on the certificates representing the
Stock and (ii) a notation shall be made in the appropriate records of
Accellent Holdings indicating that the Stock is subject to restrictions on
transfer and appropriate stop transfer restrictions will be issued to Accellent
Holdings’ transfer agent with respect to the Stock.  If the Management Stockholder is an
Affiliate, the Management Stockholder also acknowledges that (1) the Stock
must be held indefinitely and the Management Stockholder must continue to bear
the economic risk of the investment in the Stock unless it is subsequently
registered under the Act or an exemption from such registration is available, (2) when
and if shares of the Stock may be disposed of without registration in reliance
on Rule 144 of the rules and regulations promulgated under the Act,
such disposition can be made only in limited amounts in accordance with the
terms and conditions of such rule and (3) if the Rule 144
exemption is not available, public sale without registration will require
compliance with some other exemption under the Act.


 


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(d)           If any shares of the Stock are to be disposed of in
accordance with Rule 144 under the Act or otherwise, the Management
Stockholder shall promptly notify Accellent Holdings of such intended
disposition and shall deliver to Accellent Holdings at, or prior to, the time
of such disposition such documentation as Accellent Holdings may reasonably
request in connection with such sale and, in the case of a disposition pursuant
to Rule 144, shall deliver to Accellent Holdings an executed copy of any
notice on Form 144 required to be filed with the SEC.


 


(e)            The Management Stockholder
agrees that, if any shares of the Stock are offered to the public pursuant to
an effective registration statement under the Act (other than registration of
securities issued under an employee plan), the Management Stockholder will not
effect any public sale or distribution of any shares of the Stock not covered
by such registration statement from the time of the receipt of a notice from
Accellent Holdings that Accellent Holdings has filed or imminently intends to
file such registration statement to, or within 180 days after, the effective
date of such registration statement, unless otherwise agreed to in writing by
Accellent Holdings.


 


(f)            The Management Stockholder
represents and warrants that (i) with respect to the Stock, he has
received and reviewed the available information relating to the Stock,
including having received and reviewed the documents comprising the Information
Memorandum, dated November 18, 2005, relating to the Options and the
documents referred to therein, certain of which documents set forth the rights,
preferences and restrictions relating to the Options and the Stock underlying
the Options and (ii) he has been given the opportunity to obtain any
additional information or documents and to ask questions and receive answers
about such information, Accellent Holdings and the business and prospects of
Accellent Holdings which he deems necessary to evaluate the merits and risks
related to his investment in the Stock and to verify the information contained
in the information received as indicated in this Section 2(f), and he has
relied solely on such information.


 


(g)           The Management Stockholder further represents and warrants
that (i) his financial condition is such that he can afford to bear the
economic risk of holding the Stock for an indefinite period of time and has
adequate means for providing for his current needs and personal contingencies, (ii) he
can afford to suffer a complete loss of his or her Options and investment in
the Stock, (iii) he understands and has taken cognizance of all risk
factors related to the Options and investment in the Stock and (iv) his
knowledge and experience in financial and business matters are such that he is
capable of evaluating the merits and risks of his purchase of the Stock as
contemplated by this Agreement.


 


3.             Transferability of Stock.  The Management Stockholder agrees that he
will not directly or indirectly, offer, transfer, sell, assign, pledge,
hypothecate or otherwise dispose of (any of the foregoing acts being referred
to herein as a “transfer”) any shares of Purchased Stock, Option Stock, Net
Settled Stock (as defined in Section 5(f)(i)) and any other Common Stock
otherwise acquired and/or held by the Management Stockholder Entities
(collectively referred to as “Stock”) at any time during the period
commencing on the Effective Date and ending on the fifth anniversary of the
Effective Date; provided, however, that the Management
Stockholder may transfer shares of Stock during such time pursuant to one of
the following exceptions: (a) transfers permitted by Section 5, 6 or
9; (b) transfers permitted by clauses (y) and (z) of Section 2(a); (c) a
sale of shares of Common Stock pursuant to an effective registration statement
under the Act filed by Accellent Holdings, including without limitation
pursuant to Section 9 (excluding any registration on Form S-8, S-4 or
any successor or similar form); (d) transfers permitted pursuant to the
Sale Participation


 


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Agreement; or (e) other transfers
permitted by the Board.  No transfer of
any such shares in violation hereof shall be made or recorded on the books of
Accellent Holdings and any such transfer shall be void ab initio
and of no effect; and provided, however, that if a Section 5(a) Put
Event occurs following a Public Offering and prior to the fifth anniversary of
the Effective Date, Accellent Holdings shall immediately waive the restrictions
on transfer that would otherwise be imposed on the Management Stockholder
pursuant to this Section 3 solely with respect to the Management
Stockholder’s Purchased Stock and Option Stock; and provided, further,
that (1) if a Section 5(b) Put Event occurs following a Public
Offering and prior to the fifth anniversary of the Effective Date, Accellent
Holdings shall immediately waive the restrictions on transfer that would
otherwise be imposed on the Management Stockholder pursuant to this Section 3
solely with respect to a number of shares of Purchased Stock and Option Stock
(rounded up to the nearest whole number) which when multiplied by the Fair
Market Value Per Share on the date of such Section 5(b) Put Event is
as equal as possible to the remaining tax liability (above the minimum required
withholding tax liability) that would be incurred by the Management Stockholder
upon the exercise of the Management Stockholder’s Rollover Options; (2) if
a Section 5(c) Put Event occurs following a Public Offering and prior
to the fifth anniversary of the Effective Date, Accellent Holdings shall
immediately waive the restrictions on transfer that would otherwise be imposed
on a Management Stockholder pursuant to this Section 3 if the Statutory
Withholding (as defined in Section 5(e)(i)) on such Management Stockholder’s
Rollover Options is less than or equal to $[            ](1)
(the “Original Liability Amount) 
and then solely with respect to a number of shares of Purchased Stock
and Option Stock (rounded up to the nearest whole number) which when multiplied
by the Fair Market Value Per Share on the date of such Section 5(c) Put
Event is as equal as possible to the difference between the Original Liability
Amount and the Statutory Withholding that has been withheld by Accellent
Holdings and (3) if a Section 5(d) Put Event occurs following a
Public Offering and prior to the fifth anniversary of the Effective Date,
Accellent Holdings shall immediately waive the restrictions on transfer that
would otherwise be imposed on the Management Stockholder pursuant to this Section 3
solely with respect to a number of shares of Purchased Stock and Option Stock
(rounded up to the nearest whole number) which when multiplied by the Fair
Market Value Per Share on the date of such Section 5(d) Put Event is
as equal as possible to the Rollover Tax Liability (as defined in Section 5(d)).  Notwithstanding anything in this Agreement to
the contrary, this Section 3 shall terminate and be of no further force or
effect upon the occurrence of a Change in Control.


 


4.             Right of First Refusal.  (a)   If, at any time after the fifth anniversary of the Effective
Date and prior to the date of consummation of a Qualified Public Offering, the
Management Stockholder receives a bona fide offer to purchase any or all of his
Stock (the “Third Party Offer”) from a third party (the “Offeror”),
which the Management Stockholder wishes to accept, the Management Stockholder
shall cause the Third Party Offer to be reduced to writing and shall notify
Accellent Holdings in writing of his wish to accept the Third Party Offer.  The Management Stockholder’s notice to
Accellent Holdings shall contain an irrevocable offer to sell such Stock to
Accellent Holdings (in the manner set forth below) at a purchase price equal to
the price contained in, and on the same terms and conditions of, the Third
Party Offer, and shall be accompanied by a copy of the Third Party Offer (which
shall identify the Offeror).  At any time
within 15 days after the date of the receipt by


 










(1) Note: this amount will
be equal to the actual tax liability, as calculated by Deloitte & Touche
LLP, on the original value of the Rollover Options received by the Management
Stockholders.


 


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Accellent Holdings of the Management
Stockholder’s notice, Accellent Holdings shall have the right and option to
purchase, or to arrange for a third party to purchase, all (but not less than
all) of the shares of Stock covered by the Offer, pursuant to Section 4(b).


 


(b)           Accellent Holdings shall have the right and option to
purchase, or to arrange for a third party to purchase, all of the shares of
Stock covered by the Third Party Offer at the same price and on substantially
the same terms and conditions as the Third Party Offer (or, if the Third Party
Offer includes any consideration other than cash, then at the sole option of
Accellent Holdings, at the equivalent all cash price, determined in good faith
by the Board), by delivering a certified bank check or checks in the
appropriate amount (or by wire transfer of immediately available funds, if the
Management Stockholder Entities provide to Accellent Holdings wire transfer
instructions) (and any such non-cash consideration to be paid) to the
Management Stockholder at the principal office of Accellent Holdings against delivery
of certificates or other instruments representing the shares of Stock so
purchased, appropriately endorsed by the Management Stockholder.  If at the end of the 15-day period, Accellent
Holdings has not tendered the purchase price for such shares in the manner set
forth above, the Management Stockholder may, during the succeeding 60-day
period, sell not less than all of the shares of Stock covered by the Third
Party Offer, to the Offeror on terms no less favorable to the Management
Stockholder than those contained in the Third Party Offer.  Promptly after such sale, the Management
Stockholder shall notify Accellent Holdings of the consummation thereof and
shall furnish such evidence of the completion and time of completion of such
sale and of the terms thereof as may reasonably be requested by Accellent
Holdings.  If, at the end of 60 days
following the expiration of the 15-day period during which Accellent Holdings
is entitled hereunder to purchase the Stock, the Management Stockholder has not
completed the sale of such shares of the Stock as aforesaid, all of the
restrictions on sale, transfer or assignment contained in this Agreement shall
again be in effect with respect to such shares of the Stock.


 


(c)           Notwithstanding anything in this Agreement to the contrary,
this Section 4 shall terminate and be of no further force or effect upon
the occurrence of a Change in Control.


 


5.                                       The Management Stockholder’s
Right to Resell Stock and Options to Accellent Holdings.


 


(a)           Except as otherwise provided herein, if, prior to a Public
Offering, the Management Stockholder is still in the employ of Accellent
Holdings (and/or, if applicable, its Subsidiaries or Affiliates)  and the Management Stockholder’s employment
is terminated as a result of the death or Permanent Disability of the
Management Stockholder (the “Section 5(a) Put Event”), then
with respect to the Purchased Stock and Option Stock, the applicable Management
Stockholder Entity shall, for one hundred and eighty (180) days (the “Put
Period”) following the date of such death or Permanent Disability, have the
right to sell to Accellent Holdings, and Accellent Holdings shall be required
to purchase, on one occasion, all of the shares of Purchased Stock and Option
Stock then held by the applicable Management Stockholder Entities, at a per
share price equal to the Fair Market Value Per Share on the applicable
repurchase date (the “Section 5 Repurchase Price”).


 


(b)           Except as otherwise provided herein, if, prior to the Public
Offering, the Management Stockholder is still in the employ of Accellent
Holdings (and/or, if applicable, its Subsidiaries or Affiliates) and (x) the
Management Stockholder’s employment is terminated by (i) the Accellent
Holdings (or its Subsidiaries or Affiliates) without Cause or


 


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(ii) by the Management Stockholder for
Good Reason (collectively, a “Section 5(b) Put Event”), and
(y) Accellent Holdings has not exercised its rights pursuant to Section 6(d),
then the applicable Management Stockholder Entity shall have 30 days from the
end of the Call Period (as defined below) (the “Rollover Put Period”) to
exercise its rights pursuant to the Rollover Options through the use of the
Modified Option Put Right (as defined in Section 5(e)(ii)).


 


(c)           Except as otherwise provided herein, if, prior to a Public
Offering, the Management Stockholder is still in the employ of Accellent
Holdings (and/or, if applicable, its Subsidiaries or Affiliates) and (x) the
Management Stockholder’s employment is terminated by the Management Stockholder
without Good Reason (and other than on account of death or Permanent
Disability) (the “Section 5(c) Put Event”) and (y) Accellent
Holdings has not exercised its rights pursuant to Section 6(d), then,
during the Rollover Put Period, the applicable Management Stockholder Entity
shall have the ability to exercise its rights pursuant to the Rollover Options
through the use of the Modified Option Put Right.


 


(d)           Except as otherwise provided herein, if, prior to a Public
Offering, the Management Stockholder is still in the employ of Accellent
Holdings (and/or, if applicable, its Subsidiaries or Affiliates) and a
Management Stockholder Entity receives a notice (a “Tax Notice”) from
the Internal Revenue Service that taxes are due and payable in connection with
the Rollover Options (other than in connection with the exercise or lapse of
restrictions thereof) (the “Rollover Tax Liability”) (the “Section 5(d) Put
Event”), the applicable Management Stockholder Entity shall have a period of
30 days following the notification to Accellent Holdings of the receipt of the
Tax Notice (the “Tax Put Period”), to exercise its rights with respect
to the Rollover Options through the use of the Modified Option Put Right.


 


(e)           (i)  Prior to a Public Offering and during (x) the Put
Period following a Section 5(a) Put Event, with respect to vested New
Options and all Rollover Options, (y) the Rollover Put Period, following a Section 5(b) Put
Event, or a Section 5(c) Put Event, with respect to the Rollover
Options, or (z) the Tax Put Period, following a Section 5(d) Put
Event, with respect to the Rollover Options, the applicable Management
Stockholder Entities have the right to receive from Accellent Holdings, on one
occasion, in exchange for all of the exercisable Options or Rollover Options,
as applicable, then held by the applicable Management Stockholder Entities, if
any, a number of shares of Stock equal to the quotient of (x) the product of (A) the
excess, if any, of the Section 5 Repurchase Price over the Option Exercise
Price and (B) the number of Exercisable Option Shares, divided by (y) the Section 5
Repurchase Price, which Options shall be terminated in exchange for such
payment in shares (the “Net Settled Stock”).  Such number of shares of Net Settled Stock
shall be further reduced by the number of shares equal in Fair Market Value Per
Share to the amount of the applicable withholding taxes which Accellent
Holdings is required to withhold in respect of the income recognized as a
consequence of the exercise of the Options or Rollover Options, as applicable
(the “Statutory Withholding”); provided, however, that the
value of the Net Settled Stock for this purpose will be determined using the Section 5
Repurchase Price.  In the event the
foregoing Option Excess Price is zero or a negative number, such outstanding
exercisable Options shall be automatically terminated without any payment in
respect thereof.  In the event that the
applicable Management Stockholder Entity does not exercise the foregoing rights,
all exercisable but unexercised Options shall terminate pursuant to the
applicable terms of the Stock Option Agreement. 
All unexercisable Options held by the applicable Management Stockholder
Entities shall terminate without payment immediately upon termination of
employment; and


 


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(ii)           For 30 days following the receipt by the applicable
Management Stockholder Entities of the Net Settled Stock (the “Settled Stock
Put Period”) (which period may, for the avoidance of doubt, extend after
the expiration of the applicable put period), the applicable Management
Stockholder Entities shall have the right to sell to Accellent Holdings, and
Accellent Holdings shall be required to purchase, on one occasion, all such Net
Settled Stock held by the applicable Management Stockholder Entity, at a per
share price equal to the applicable Section 5 Repurchase Price (the right
set forth herein, the “Modified Option Put Right”); provided, however,
(x) for Net Settled Stock received by the applicable Management Stockholder
Entities pursuant to a Section 5(b) Put Event, Accellent Holdings
shall only be required to purchase a number of shares of Net Settled Stock
equal to the remaining tax liability (above the minimum required withholding
tax liability) incurred by each such Management Stockholder Entity upon such
exercise; (y) for Net Settled Stock received by the Management Stockholder
Entity pursuant to a Section 5(c) Put Event, Accellent Holdings will
only be required to purchase shares of Net Settled Stock if the amount of the
Statutory Withholding is less than or equal to the Original Liability Amount
and then only up to the Statutory Withholding that has been withheld by
Accellent Holdings and (z) for Net Settled Stock received by the applicable
Management Stockholder Entities pursuant to a Section 5(d) Put Event,
Accellent Holdings will only be required to purchase a number of shares of Net
Settled Stock equal to the Rollover Tax Liability.


 


(f)            In the event the applicable Management
Stockholder Entities intend to exercise their rights pursuant to
Sections 5(a) – (d), such Management Stockholder Entities shall send
written notice to Accellent Holdings, (i) at any time during the Put
Period, of their intention to sell shares of Stock in exchange for the payment
referred to in Section 5(a) or (ii) at any time during the
Settled Stock Put Period, Rollover Put Period or Tax Put Period, as applicable,
of their intention to sell the Net Settled Stock or Option Stock, as
applicable, in exchange for the payment referred to in Sections 5(a) – (d) 
(the “Redemption Notice”). The completion of the applicable purchases or
exchanges shall take place at the principal office of Accellent Holdings on the
tenth business day after the giving of the applicable Redemption Notice.  The applicable Repurchase Price shall be paid
by delivery to the applicable Management Stockholder Entities of a certified
bank check or checks in the appropriate amount payable to the order of each of
the applicable Management Stockholder Entities (or by wire transfer of
immediately available funds, if the Management Stockholder Entities provide to
Accellent Holdings wire transfer instructions) and the Net Settled Stock shall
be delivered to the applicable Management Stockholder Entities, both against
delivery of certificates or other instruments representing the Stock so
purchased and appropriate documents canceling the Options so terminated
appropriately endorsed or executed by the applicable Management Stockholder Entities
or any duly authorized representative.


 


(g)           Notwithstanding anything in Sections 5(a) – (d) to
the contrary and subject to Section 10(a), if there exists and is
continuing a default or event of default on the part of Accellent Holdings or
any Subsidiary under any loan, guarantee or other agreement under which
Accellent Holdings or any Subsidiary has borrowed money, which default or event
of default would prevent Accellent Holdings from repurchasing any of the Stock
or the Options from the applicable Management Stockholder Entities or if the
repurchase referred to in Sections 5(a) – (d)  would result in a
default or an event of default on the part of Accellent Holdings or any
Subsidiary under any such agreement or if a repurchase would not be permitted
under the Delaware General Corporation Law (the “DGCL”) or would
otherwise violate the DGCL (or if Accellent Holdings reincorporates in another
state, the business corporation law of such state) (each such occurrence being
an “Event”), Accellent Holdings


 


8





















 


shall not be obligated to repurchase any of
the Stock or the Options from the applicable Management Stockholder Entities,
until the first business day which is 10 calendar days after all of the
foregoing Events have ceased to exist (the “Repurchase Eligibility Date”);
provided, however, that the number of shares of Stock subject to
repurchase under this Section 5(g) shall be that number of shares of
Stock as specified in the Redemption Notice and held by the applicable
Management Stockholder Entities at the time of delivery of the Redemption
Notice in accordance with Section 5(f) hereof.


 


(h)           Effect of Change in Control.  Notwithstanding anything in this Agreement to
the contrary, except for any payment obligation of Accellent Holdings, which
has arisen prior to such termination pursuant to this Agreement, this Section 5
shall terminate and be of no further force or effect upon the occurrence of a
Change in Control.


 


(i)            Stock Transfer
Election.  Notwithstanding anything in this Agreement to
the contrary, upon the occurrence of an event giving rise to the Management
Stockholder Entities’ ability to exercise the Modified Option Put Right, the
Management Stockholder Entities may, in lieu of exercising the Modified Option
Put Right, at any time during the Put Period instead elect to (i) exercise
the Options in the manner set forth in Section 5(f)(i) above and
receive the Net Settled Stock and (ii) sell or otherwise dispose of all or
any portion of the Net Settled Stock other than to Accellent Holdings pursuant
to Section 5(a) (such election, the “Transfer Election”).  The Management Stockholder Entities may make
such a Transfer Election by sending written notice to Accellent Holdings of
their election to waive the ability to exercise the Modified Option Put Right
and of their intention to instead exercise the rights provided in this Section 5(i).  Upon receipt by Accellent Holdings of the
Transfer Election, Accellent Holdings shall immediately waive the restrictions
on transfer that would otherwise be imposed on such shares of Net Settled Stock
pursuant to Section 3 of this Agreement, solely with respect to such
shares of Net Settled Stock; provided, however, that the Management Stockholder
Entities hereby acknowledge that Accellent Holdings’ waiver of such
restrictions on transfer does not constitute a waiver of, among other things,
any of the requirements otherwise imposed on the Management Stockholder’s
Agreement with respect to the sale or other disposition of Stock set forth in Section 2
of this Agreement or any of the Accellent Holdings’ rights under Section 4
of this Agreement.  For purposes of this Section 5(i),
the transfer restrictions referenced in the preceding sentence shall be deemed
to have been waived by Accellent Holdings on the tenth business day following
the giving of the Transfer Election.


 


(j)            Definitions.  Solely for purposes of this Section 5, “Stock”
shall not include shares of Common Stock acquired after the Effective Date (i) in
the public markets or (ii) in privately negotiated transactions that do
not violate the Other Management Stockholders Agreements.


 


6.                                       Accellent Holdings’ Option to
Purchase Stock and Options of Management Stockholder Upon Certain Terminations
of Employment.


 


(a)           Termination
for Cause by Accellent Holdings and other Call Events.  Except as otherwise provided herein, if,
prior to the fifth anniversary of the Effective Date, (i) the Management
Stockholder’s active employment with Accellent Holdings (and/or, if applicable,
its Subsidiaries or Affiliates) is terminated by Accellent Holdings (and/or, if
applicable, its Subsidiaries or Affiliates) for Cause, (ii) the
beneficiaries of a Management Stockholder’s Trust shall include any person or
entity other than the Management Stockholder, his spouse (or ex-spouse) or his
lineal descendants (including adopted children)


 


9





















 


or (iii) the Management Stockholder
shall otherwise effect a transfer of any of the Stock other than as permitted in
this Agreement (other than as may be required by applicable law or an order of
a court having competent jurisdiction) after notice from Accellent Holdings of
such impermissible transfer and a reasonable opportunity to cure such transfer
(each, a “Section 6(a) Call Event”):


 


(A)          With
respect to the Stock, Accellent Holdings may purchase all or any portion of the
shares of the Stock then held by the applicable Management Stockholder Entities
at a per share purchase price equal to the lesser of (x) the Fair Market
Value Per Share and (y) the Base Price (any such applicable repurchase
price, the “Section 6(a) Repurchase Price”);


 


(B)           With
respect to the New Options, all such New Options (whether or not then
exercisable) held by the applicable Management Stockholder Entities will
terminate immediately without payment in respect thereof; and


 


(C)           With
respect to the Rollover Options, Accellent Holdings may purchase all or any
portion of the exercisable Rollover Options then held by the applicable
Management Stockholder for an amount equal to the product of (x) the
excess, if any, of the lesser of the Base Price and Fair Market Value Per Share
over the Option Exercise Price and (y) the number of Exercisable Option
Shares, which Rollover Options shall be terminated in exchange for such
payment.  In the event the foregoing
Option Excess Price is zero or a negative number, such outstanding exercisable
Rollover Options granted to the Management Stockholders under the Existing Accellent
Plan shall be automatically terminated without any payment in respect
thereof.  In the event that Accellent
Holdings does not exercise the foregoing rights, all exercisable but
unexercised Rollover Options shall terminate pursuant to the terms of the
Existing Accellent Plan and applicable option agreements.  All unexercisable Rollover Options held by
the applicable Management Stockholder Entities shall terminate, without
payment, immediately upon termination of employment.


 


(b)           Termination by
the Management Stockholder without Good Reason.  Except as otherwise provided herein, if,
prior to the fifth anniversary of the Effective Date, the Management
Stockholder’s active employment with Accellent Holdings (and/or, if applicable,
its Subsidiaries or Affiliates) is terminated by the Management Stockholder
without Good Reason (a “Section 6(b) Call Event”):


 


(A)          With
respect to the Stock, Accellent Holdings may purchase all or any portion of the
shares of the Stock then held by the applicable Management Stockholder Entities
at a per share purchase price equal to the Fair Market Value Per Share on the
applicable repurchase date; and


 


(B)           With
respect to the vested New Options and all Rollover Options, Accellent Holdings
may purchase all or any portion of such exercisable Options held by the
applicable Management Stockholder Entities for an amount equal to the product
of (x) the excess, if any, of the Fair Market Value Per Share over the
Option Exercise Price and (y) the number of Exercisable Option Shares,
which Options shall be terminated in exchange for such payment.  In the event the foregoing Option Excess
Price is zero or a negative number, such outstanding exercisable Options
granted to the Management Stockholder under the Option Plan or Existing
Accellent Plan, as applicable, shall be automatically terminated without any
payment in respect thereof.  In the event
that Accellent Holdings does not exercise the foregoing rights, all exercisable
but unexercised Options shall


 


10





















 


terminate pursuant to the terms of the applicable stock option
agreement and either the Option Plan or the Existing Accellent Plan, as
applicable.  All unexercisable Options
held by the applicable Management Stockholder Entities shall terminate, without
payment, immediately upon termination of employment.


 


(c)           Termination
for Death or Permanent Disability or without Cause by Accellent Holdings or
Termination by the Management Stockholder with Good Reason.  Except as otherwise provided herein, if,
prior to the fifth anniversary of the Effective Date, the Management
Stockholder’s employment with Accellent Holdings (and/or, if applicable, its
Subsidiaries or Affiliates) is terminated (i) as a result of the death or
Permanent Disability of the Management Stockholder or without Cause by
Accellent Holdings (or its Subsidiaries or Affiliates) or (ii) by the
Management Stockholder with Good Reason (each a “Section 6(c) Call
Event”):


 


(A)          With
respect to the Stock, Accellent Holdings may purchase all or any portion of the
shares of the Stock then held by the applicable Management Stockholder Entities
at a per share price equal the Fair Market Value Per Share on the applicable
repurchase date; and


 


(B)           With
respect to vested New Options and all Rollover Options, Accellent Holdings may
purchase all or any portion of such exercisable Options held by the applicable
Management Stockholder Entities for an amount equal to the product of
(x) the excess, if any, of the Fair Market Value Per Share over the Option
Exercise Price and (y) the number of Exercisable Option Shares, which
Options shall be terminated in exchange for such payment.  In the event the foregoing Option Excess
Price is zero or a negative number, such outstanding exercisable Options
granted to the Management Stockholder under the Option Plan or the Existing
Accellent Plan, as applicable, shall be automatically terminated without any
payment in respect thereof.  In the event
that Accellent Holdings does not exercise the foregoing rights, all exercisable
but unexercised Options shall terminate pursuant to the terms of the applicable
stock option agreement and either the Option Plan or the Existing Accellent
Plan, as applicable.  All unexercisable
Options held by the applicable Management Stockholder Entities shall terminate,
without payment, immediately upon termination of employment.


 


(d)           Repurchase
Notice.  Accellent Holdings shall have a period of
thirty (30) days from the date of any Call Event (or, if later, with respect to
a Section 6(a) Call Event, the date after discovery of, and the
applicable cure period for, an impermissible transfer constituting a Section 6(a) Call
Event) (the “Call Period”), in which to give notice in writing to the
Management Stockholder of its election to exercise its rights and obligations
pursuant to this Section 6 (“Repurchase Notice”).  The completion of the purchases pursuant to
the foregoing shall take place at the principal office of Accellent Holdings on
the tenth business day after the giving of the Repurchase Notice.  The applicable Repurchase Price and any
payment with respect to the Options as described in this Section 6 shall
be paid by delivery to the applicable Management Stockholder Entities of a
certified bank check or checks in the appropriate amount payable to the order
of each of the applicable Management Stockholder Entities (or by wire transfer
of immediately available funds, if the Management Stockholder Entities provide
to Accellent Holdings wire transfer instructions) against delivery of
certificates or other instruments representing the Stock so purchased and
appropriate documents cancelling the Options so terminated, appropriately
endorsed or executed by the applicable Management Stockholder Entities or its
authorized representative.


 


11





















 


(e)           Delay of Call.  Notwithstanding any other provision of this Section 6
to the contrary and subject to Section 10(a), if there exists and is
continuing any Event, Accellent Holdings shall delay the repurchase of any of
the Stock or the Options (pursuant to a Repurchase Notice timely given in
accordance with Section 6(d) hereof) from the applicable Management
Stockholder Entities until the Repurchase Eligibility Date; provided, however,
that (i) the number of shares of Stock subject to repurchase under this Section 6
shall be that number of shares of Stock, and (ii) in the case of a
repurchase pursuant to Section 6(a), Section 6(b) or Section 6(c),
the number of Exercisable Option Shares for purposes of calculating the Option
Excess Price payable under this Section 6 shall be the number of
Exercisable Option Shares, held by the applicable Management Stockholder
Entities at the time of delivery of a Repurchase Notice in accordance with Section 6(d) hereof.  All Options exercisable as of the date of a
Repurchase Notice, in the case of a repurchase pursuant to Section 6(a), 6(b) or
6(c), shall continue to be exercisable until the repurchase of such Options
pursuant to such Repurchase Notice, provided that to the extent that any
Options are exercised after the date of such Repurchase Notice, the number of
Exercisable Option Shares for purposes of calculating the Option Excess Price
shall be reduced accordingly.


 


(f)            Effect of Change in Control.  Notwithstanding anything in this Agreement to
the contrary, this Section 6 shall terminate and be of no further force or
effect upon the occurrence of a Change in Control.


 


(g)           Definitions.  Solely for purposes of this Section 6, “Stock”
shall not include shares of Common Stock acquired after the Effective Date (i) in
the public markets or (i) in privately negotiated transactions that do not
violate the Other Management Stockholders Agreements.


 


7.             Adjustment of Repurchase Price;
Dividend Adjustments; Definitions.


 


(a)           Adjustment of
Repurchase Price.  As provided for in Section 2.4 of the
Stock Option Agreement, in determining the applicable repurchase price of the
Stock and Options, as provided for in Sections 5 and 6, above, appropriate
adjustments shall be made for any stock dividends, splits, combinations,
recapitalizations or any other adjustment in the number of outstanding shares
of Stock in order to maintain, as nearly as practicable, the intended operation
of the provisions of Sections 5 and 6.


 


(b)           Dividend
Adjustments.  As provided for in Section 2.4
of the Stock Option Agreement, if Accellent Holdings pays a dividend after the
Closing Date the Board shall, in good faith, cause the Committee to make such
adjustments, under the Option Plan and the applicable stock option agreements,
as shall be reasonably necessary to address the effect of such dividend on the
Management Stockholders then holding outstanding Options; provided, however,
if the Company has paid a cash dividend, the Committee may, if it so
determines, treat vested and unvested Options in a manner that may be
different.


 


(c)           Definitions.  All capitalized terms used in this Agreement
and not defined herein shall have such meaning as such terms are defined in the
Option Plan.  Terms used herein and as
listed below shall be defined as follows:


 


“AAC” shall
have the meaning set forth in the first “whereas” clause.


 


“Accellent
Holdings” shall have the meaning set forth in the introductory paragraph.


 


12





















 


“Act” shall
have the meaning set forth in Section 2(a)(i) hereof.


 


“Affiliate”
shall mean, with respect to any Person, any Person who, directly or indirectly
through one or more intermediaries, controls, is controlled by, or is under
common control with, such Person.


 


“Agreement”
shall have the meaning set forth in the introductory paragraph.


 


“Base Price”
shall have the meaning set forth in Section 1(a) hereof.


 


“Board” shall mean the board of directors of Accellent
Holdings.


 


“Call Events” shall mean, collectively, Section 6(a) Call
Events, Section 6(b) Call Events, and Section 6(c) Call
Events.


 


“Call Period” shall have the meaning set forth in Section 6(d) hereof.


 


“Cause” shall
mean “Cause” as such term is defined in any employment agreement between the
Management Stockholder and Accellent Holdings (or any Subsidiary or Affiliate)
or, if there is no such employment agreement (or if such term is not defined
therein), “Cause” shall mean (i) an intentional act by the Management
Stockholder which materially injures Accellent Holdings (or any Subsidiary or
Affiliate); (ii) an intentional refusal or failure by the Management
Stockholder to follow lawful and reasonable directions or orders of any officer
who has authority to direct the activities of the Management Stockholder or to
whom the Management Stockholder reports; (iii) a willful and habitual
neglect of duties by the Management Stockholder; (iv) breach by the
Management Stockholder of Accellent Holdings’ (or any Subsidiary or Affiliate’s)
policies and procedures or any breach of the Management Stockholder obligations
hereunder or under the Management Stockholder’s Agreement; (v) commission
by the Management Stockholder of any felony or other crime involving
imprisonment; (vi) commission by the Management Stockholder of fraud,
misappropriation or embezzlement in connection with Accellent Holdings’ (or any
Subsidiary or Affiliate’s) business or has otherwise breached its fiduciary
duty to Accellent Holdings (or any Subsidiary or Affiliate); or (vii) abuse
by the Management Stockholder of illegal drugs, alcohol or other controlled
substances.


 


“Change in Control” means (i) the sale
of all or substantially all of the assets of Accellent Holdings to an
Unaffiliated Person; (ii) a sale by Accellent Holdings, the Investor or
any of their respective Affiliates resulting in more than 50% of the voting
stock of Accellent Holdings being held by an Unaffiliated Person; (iii) a
merger or consolidation of Accellent Holdings 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.


 


 “Closing Date” shall have the meaning set
forth in the first “whereas” paragraph.


 


13





















 


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


 


“Common Stock”
shall have the meaning set forth in the second “whereas” paragraph.


 


“Company”
shall have the meaning set forth in the first “whereas” paragraph.


 


“Confidential
Information” shall mean all non-public information concerning trade secrets,
know-how, software, developments, inventions, processes, technology, designs,
the financial data, strategic business plans or any proprietary or confidential
information, documents or materials in any form or media, including any of the
foregoing relating to research, operations, finances, current and proposed
products and services, vendors, customers, advertising and marketing, and other
non-public, proprietary, and confidential information of the Restricted Group.


 


“Custody
Agreement and Power of Attorney” shall have the meaning set forth in Section 9(e) hereof.


 


“DGCL” shall
have the meaning set forth in Section 5(g) hereof.


 


“Event” shall
have the meaning set forth in Section 5(g) hereof.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended (or any successor section thereto).


 


“Exercisable
Option Shares” shall mean the shares of Common Stock that, at the Repurchase
Calculation Date, could be purchased by the Management Stockholder upon
exercise of his or her outstanding and exercisable Options.


 


“Existing
Accellent Plan” shall have the meaning set forth in the second “whereas”
clause.


 


“Fair Market
Value Per Share” shall mean the Market Value Per Share (as defined in this
Agreement), or if there has been no Qualified Public Offering (as defined in
this 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.


 


“Good Reason”
shall mean “Good Reason” as such term is defined in any employment agreement
between the Management Stockholder and Accellent Holdings (or any Subsidiary or
Affiliate) or, if there is no such employment agreement (or if such term is not
defined therein), “Good Reason” shall mean (i) any reduction in the
Management Stockholder’s base salary (other than a reduction that is applicable
to all employees on a consistent basis); (ii) any material change in the
title or duties of the Management Stockholder; or (iii) any required
relocation of the Management Stockholder’s principal place of employment
outside of a sixty (60) mile radius of the Management Stockholder’s then
principal place of employment that is expected to be permanent or indefinite,
provided that this exception shall not apply to reasonable and necessary
business travel of any duration.


 


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


 


14





















 


“Investor”
shall mean Accellent Holdings LLC.


 


“Management
Stockholder” shall have the meaning set forth in the introductory paragraph.


 


“Management
Stockholder Entities” shall mean the Management Stockholder’s Trust, the
Management Stockholder and the Management Stockholder’s Estate, collectively.


 


“Management
Stockholder’s Estate” shall mean the conservators, guardians, executors,
administrators, testamentary trustees, legatees or beneficiaries of the
Management Stockholder.


 


“Management
Stockholder’s Trust” shall mean a limited partnership, limited liability
company, trust or custodianship, the beneficiaries of which may include only
the Management Stockholder, his spouse (or ex-spouse) or his lineal descendants
(including adopted) or, if at any time after any such transfer there shall be
no then living spouse or lineal descendants, then to the ultimate beneficiaries
of any such trust or to the estate of a deceased beneficiary.


 


“Market Value
Per Share” shall mean, on the Repurchase Calculation Date, the price per share
equal to (i) the closing price per share of the Common Stock on the
principal stock exchange on which the Common Stock may at the time be listed
or, (ii) if there shall have been no sales on such exchange on the Repurchase
Calculation Date on any given day, the average of the closing bid and asked
prices of the Common Stock on such exchange on the Repurchase Calculation Date
or, (iii) if there is no such bid and asked price on the Repurchase
Calculation Date, the average of the closing bid and asked prices of the Common
Stock on the next preceding date when such bid and asked price occurred or, (iv) if
the Common Stock shall not be so listed, the closing sales price of the Common
Stock as reported by NASDAQ on the Repurchase Calculation Date in the
over-the-counter market.


 


“Maximum
Repurchase Amount” shall have the meaning set forth in Section 10(a) hereof.


 


“Merger” shall
have the meaning set forth in the first “whereas” clause.


 


“Merger
Agreement” shall have the meaning set forth in the first “whereas” clause.


 


“Modified
Option Put Right” shall have the meaning set forth in Section 5(e)(ii) hereof.


 


“Net Settled
Stock” shall have the meaning set forth in Section 5(e)(i) hereof.


 


“New Options”
shall have the meaning set forth in the fourth “whereas” paragraph.


 


“Notice” shall
have the meaning set forth in Section 9(b) hereof.


 


“Offeror”
shall have the meaning set forth in Section 4(a) hereof.


 


“Option Excess
Price” shall mean, with respect to any Option, the aggregate amount paid or
payable by Accellent Holdings in respect of Exercisable Option Shares pursuant
to the applicable provision of Section 6.


 


15





















 


“Option
Exercise Price” shall mean the exercise price of the shares of Common Stock
covered by the applicable Option.


 


“Option” shall
have the meaning set forth in the fourth “whereas” paragraph.


 


“Option Plan”
shall have the meaning set forth in the fourth “whereas” paragraph.


 


“Option Stock”
shall mean shares of Common Stock issuable upon the exercise of the Options.


 


“Original
Liability Amount” shall have the meaning set forth in Section 3 hereof.


 


“Other
Management Stockholders” shall have the meaning set forth in the fifth “whereas”
paragraph.


 


“Other
Management Stockholders’ Agreements” shall have the meaning set forth in the
fifth “whereas” paragraph.


 


“Parties”
shall have the meaning set forth in the introductory paragraph.


 


“Permanent
Disability” shall mean “Permanent Disability” as such term is defined in any
employment agreement between the Management Stockholder and Accellent Holdings
(or any Subsidiary or Affiliate) or, if there is no such employment agreement
(or if such term is not defined therein), “Permanent Disability” shall mean the
Management Stockholder becoming physically or mentally incapacitated and is
therefore unable for a period of six (6) consecutive months or for an
aggregate of nine (9) months in any twelve (12) consecutive month period,
to perform substantially all of the material elements of the Management
Stockholder’s duties with Accellent Holdings or any Subsidiary or Affiliate
thereof.  Any question as to the
existence of the Permanent Disability of the Management Stockholder as to which
the Management Stockholder and Accellent Holdings cannot agree shall be
determined in writing by a qualified independent physician mutually acceptable
to the Management Stockholder and Accellent Holdings.  If the Management Stockholder and Accellent
Holdings cannot agree as to a qualified independent physician, each shall
appoint such a physician and those two physicians shall select a third who
shall make such determination in writing. 
The determination of Permanent Disability made in writing to Accellent
Holdings and the Management Stockholder shall be final and conclusive for all
purposes of this Agreement.


 


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


 


“Piggyback
Registration Rights” shall have the meaning set forth in Section 9(a) hereof.


 


“Proposed
Registration” shall have the meaning set forth in Section 9(b) hereof.


 


“Public
Offering” shall mean the sale of shares of Common Stock to the public
subsequent to the date hereof pursuant to a registration statement under the
Act which has been declared effective by the SEC (other than a registration
statement on Form S-4, Form S-8 or any other similar form).


 


“Purchased
Stock” shall have the meaning set forth in Section 1(a) hereof.


 


16





















 


“Put Period”
shall have the meaning set forth in Section 5(a) hereof.


 


“Rollover Put
Period” shall have the meaning set forth in Section 5(b) hereof.


 


“Qualified
Public Offering” shall mean a Public Offering, which results in an active
trading market of 25% or more of the Common Stock.


 


“Redemption
Notice” shall have the meaning set forth in Section 5(f) hereof.


 


“Registration
Rights Agreement” shall have the meaning set forth in Section 9(a) hereof.


 


“Repurchase
Calculation Date” shall mean the last day of the month preceding the month in
which the event giving rise to the right to repurchase occurs.


 


“Repurchase
Eligibility Date” shall have the meaning set forth in Section 5(g) hereof.


 


“Repurchase
Notice” shall have the meaning set forth in Section 6(d) hereof.


 


“Repurchase
Price” shall mean the amount to be paid in respect of the Stock and Options to
be purchased by Accellent Holdings pursuant to Section 5(a), Section 6(a),
6(b), or 6(c), as applicable.


 


“Request”
shall have the meaning set forth in Section 9(b) hereof.


 


“Rollover
Agreement” shall have the meaning set forth in the second “whereas” clause.


 


“Rollover
Option” shall have the meaning set forth in the second “whereas” clause.


 


“Rollover Tax
Liability” shall have the meaning set forth in Section 5(d) hereof.


 


“Restricted
Group” shall mean, collectively, Accellent Holdings, its Subsidiaries, the
Investor, and their respective Affiliates.


 


“Sale
Participation Agreement” shall mean that certain sale participation agreement
entered into by and between the Management Stockholder and Investor dated as of
the date hereof.


 


“SEC” shall
mean the Securities and Exchange Commission.


 


“Section 5
Repurchase Price” shall have the meaning set forth in Section 5(a) hereof.


 


“Section 5(a) Put
Event” shall have the meaning set forth in Section 5(a) hereof.


 


“Section 5(b) Put
Event” shall have the meaning set forth in Section 5(b) hereof.


 


“Section 5(c) Put
Event” shall have the meaning set forth in Section 5(c) hereof.


 


“Section 5(d) Put
Event” shall have the meaning set forth in Section 5(d) hereof.


 


“Section 6(a) Call
Event” shall have the meaning set forth in Section 6(a) hereof.


 


“Section 6(a) Repurchase
Price” shall have the meaning set forth in Section 6(a)(A) hereof.


 


17





















 


“Section 6(b) Call
Event” shall have the meaning set forth in Section 6(b) hereof.


 


“Section 6(c) Call
Event” shall have the meaning set forth in Section 6(c) hereof.


 


“Settled Stock
Put Period” shall have the meaning set forth in Section 5(e)(ii) hereof.


 


“Statutory
Withholding” shall have the meaning set forth in Section 5(e)(i) hereof.


 


“Stock” shall
have the meaning set forth in Section 3 hereof.


 


“Stock Option
Agreement” shall have the meaning set forth in the fourth “whereas” paragraph.


 


“Subsidiary”
or “Subsidiaries” of Accellent Holdings or any other Person means an affiliate
controlled by such Person, directly or indirectly, through one or more
intermediaries, and, without limiting the foregoing, includes any entity in
respect of which such Person, directly or indirectly, beneficially owns 50% or
more of the voting securities or equity.


 


“Tax Notice”
shall have the meaning set forth in Section 5(d) hereof.


 


“Tax Put
Period” shall have the meaning set forth in Section 5(d) hereof.


 


“Third Party
Offer” shall have the meaning set forth in Section 4(a) hereof.


 


“Transfer
Election” shall have the meaning set forth in Section 5(i) hereof.


 


8.             Accellent Holdings’
Representations and Warranties.


 


(a)           Accellent Holdings represents and warrants to the Management
Stockholder that (i) this Agreement has been duly authorized, executed and
delivered by Accellent Holdings and is enforceable against Accellent Holdings
in accordance with its terms and (ii) the Stock, when issued and delivered
in accordance with the terms hereof and the other agreements contemplated
hereby, will be duly and validly issued, fully paid and nonassessable.


 


(b)           If Accellent Holdings becomes subject to the reporting
requirements of Section 12 of the Exchange Act, Accellent Holdings will
file the reports required to be filed by it under the Act and the Exchange Act
and the rules and regulations adopted by the SEC thereunder, to the extent
required from time to time to enable the Management Stockholder to sell shares
of Stock without registration under the Exchange Act within the limitations of
the exemptions provided by (A) Rule 144 under the Act, as such rule may
be amended from time to time, or (B) any similar rule or regulation
hereafter adopted by the SEC. 
Notwithstanding anything contained in this Section 8(b), Accellent
Holdings may de-register under Section 12 of the Exchange Act if it is
then permitted to do so pursuant to the Exchange Act and the rules and
regulations thereunder and, in such circumstances, shall not be required hereby
to file any reports which may be necessary in order for Rule 144 or any
similar rule or regulation under the Act to be available.  Nothing in this Section 8(b) shall
be deemed to limit in any manner the restrictions on sales of Stock contained
in this Agreement.


 


18





















 


9.             “Piggyback” Registration Rights.  Upon the date of this Agreement and until the
later of (i) the occurrence of a Qualified Public Offering and (ii) the
fifth anniversary of the Effective Date:


 


(a)           The Management Stockholder hereby agrees to be bound by all
of the terms, conditions and obligations of the piggyback registration rights
contained in Section 2 and Section 3 of the Registration Rights
Agreement (the “Registration Rights Agreement”) entered into by and
among Accellent Holdings and investors party thereto (the “Piggyback
Registration Rights”), as in effect on the date hereof (subject to any
amendments thereto to which the Management Stockholder has agreed to be bound),
and Accellent Holdings hereby agrees that the Management Stockholder shall have
all of the rights and privileges of the Piggyback Registration Rights, in each
case as if the Management Stockholder were an original party (other than
Accellent Holdings) to the Registration Rights Agreement, subject to applicable
and customary underwriter restrictions; provided, however, that
at no time shall the Management Stockholder have any rights to request a
registration under Section 3 of the Registration Rights Agreement, but the
Management Stockholder will have piggyback registration rights on all
registrations pursuant to such Section 3; and provided  further,
that the Management Stockholder shall not be bound by any amendments to the
Piggyback Registration Rights unless the Management Stockholder consents
thereto provided that such consent will not be unreasonably withheld.  All Stock purchased or held by the applicable
Management Stockholder Entities pursuant to this Agreement, including any rights,
options or warrants to purchase Common Stock that are or may be convertible
into Common Stock shall be deemed to be “Registrable Securities” as defined in
the Registration Rights Agreement.


 


(b)           In the event of a sale of Common Stock by the Investor in
accordance with the terms of the Registration Rights Agreement, Accellent
Holdings will promptly notify the Management Stockholder in writing (a “Notice”)
of any proposed registration (a “Proposed Registration”).  If within 15 days of the receipt by the
Management Stockholder of such Notice, Accellent Holdings receives from the
applicable Management Stockholder Entities a written request (a “Request”)
to register shares of Stock held by the applicable Management Stockholder
Entities (which Request will be irrevocable unless otherwise mutually agreed to
in writing by the Management Stockholder and Accellent Holdings), shares of
Stock will be so registered as provided in this Section 9; provided,
however, that for each such registration statement only one Request,
which shall be executed by the applicable Management Stockholder Entities, may
be submitted for all Registrable Securities held by the applicable Management
Stockholder Entities.


 


(c)           The maximum number of shares of Stock which will be
registered pursuant to a Request will be the lowest of (i) the number of
shares of Stock then held by the Management Stockholder Entities, including all
shares of Stock which the Management Stockholder Entities are then entitled to
acquire under an unexercised Option to the extent then exercisable, multiplied
by a fraction, the numerator of which is the number of shares of Stock being
sold by the Investor and any affiliated or unaffiliated investment partnerships
and investment limited liability companies investing with the Investor and the
denominator of which is the aggregate number of shares of Stock owned by the
Investor and any investment partnerships and investment limited liability
companies investing with the Investor or (ii) the maximum number of shares
of Stock which Accellent Holdings can register in the Proposed Registration
without adverse effect on the offering in the view of the managing underwriters
(reduced pro rata with all Other Management Stockholders) as more fully
described in


 


19





















 


subsection (d) of this Section 9
or (iii) the maximum number of shares which the Management Stockholder
(pro rata based upon the aggregate number of shares of Stock the Management
Stockholder and all Other Management Stockholders have requested to be
registered) is permitted to register under the Piggyback Registration Rights.


 


(d)           If a Proposed Registration involves an underwritten offering
and the managing underwriter advises Accellent Holdings in writing that, in its
opinion, the number of shares of Stock requested to be included in the Proposed
Registration exceeds the number which can be sold in such offering, so as to be
likely to have an adverse effect on the price, timing or distribution of the
shares of Stock offered in such Public Offering as contemplated by Accellent
Holdings, then Accellent Holdings will include in the Proposed Registration (i) first,
100% of the shares of Stock Accellent Holdings proposes to sell and (ii) second,
to the extent of the number of shares of Stock requested to be included in such
registration which, in the opinion of such managing underwriter, can be sold
without having the adverse effect referred to above, the number of shares of
Stock which the Investor and any affiliated or unaffiliated investment
partnerships and investment limited liability companies investing with the
Investor, the Management Stockholder, and all Other Management Stockholders
(together, the “Holders”) have requested to be included in the Proposed
Registration, such amount to be allocated pro rata among all requesting Holders
on the basis of the relative number of shares of Stock then held by each such
Holder (including the exercisable Options) (provided that any shares thereby
allocated to any such Holder that exceed such Holder’s request will be
reallocated among the remaining requesting Holders in like manner).


 


(e)           Upon delivering a Request, the Management Stockholder will,
if requested by Accellent Holdings, execute and deliver a custody agreement and
power of attorney in form and substance reasonably satisfactory to Accellent
Holdings with respect to the shares of Stock to be registered pursuant to this Section 9
(a “Custody Agreement and Power of Attorney”).  The Custody Agreement and Power of Attorney
will provide, among other things, that the Management Stockholder will deliver
to and deposit in custody with the custodian and attorney-in-fact named therein
a certificate or certificates representing such shares of Stock (duly endorsed
in blank by the registered owner or owners thereof or accompanied by duly
executed stock powers in blank) and appoint said custodian and attorney-in-fact
as the Management Stockholder’s agent and attorney-in-fact with full power and
authority to act under the Custody Agreement and Power of Attorney on the
Management Stockholder’s behalf with respect to the matters specified therein.


 


(f)            The Management Stockholder
agrees that he or she will execute such other agreements as Accellent Holdings
may reasonably request to further evidence the provisions of this Section 9.


 


10.           Pro Rata Repurchases; Dividends.  (a)  Notwithstanding anything to the
contrary contained in Section 5 or 6, if at any time consummation of any
purchase or payment to be made by Accellent Holdings pursuant to this Agreement
and the Other Management Stockholders Agreements would result in an Event, then
Accellent Holdings shall make purchases from, and payments to, the Management
Stockholder and Other Management Stockholders pro rata (on the basis of the
proportion of the number of shares of Stock each such Management Stockholder
and all Other Management Stockholders have elected or are required to sell to
Accellent Holdings) for the maximum number of shares of Stock permitted without
resulting in an Event (the “Maximum Repurchase Amount”).  The provisions of Section 5(h) and
6(f) shall apply in their entirety to payments and repurchases with
respect to shares of Stock which may not be made due to the limits imposed by
the


 


20





















 


Maximum Repurchase Amount under this Section 10(a).  Until all of such Stock is purchased and paid
for by Accellent Holdings, the Management Stockholder and the Other Management
Stockholders whose Stock is not purchased in accordance with this Section 10(a) shall
have priority, on a pro rata basis, over other purchases of Stock by Accellent
Holdings pursuant to this Agreement and Other Management Stockholders’
Agreements.


 


(b)           In the event any dividends are paid with respect to the
Stock, the Management Stockholder will be treated pari  passu with
all Other Management Stockholders with respect to shares of Stock then owned by
the Management Stockholder, and, with respect to any Options held by the
Management Stockholder, in accordance, as applicable, with Section 2.4 of
the Stock Option Agreement.


 


11.           Rights to Negotiate Repurchase
Price.  Nothing in this Agreement shall be deemed to
restrict or prohibit Accellent Holdings from purchasing, redeeming or otherwise
acquiring for value shares of Stock or Options from the Management Stockholder,
at any time, upon such terms and conditions, and for such price, as may be
mutually agreed upon in writing between the Parties, whether or not at the time
of such purchase, redemption or acquisition circumstances exist which
specifically grant Accellent Holdings the right to purchase shares of Stock or
any Options under the terms of this Agreement; provided that no such
purchase, redemption or acquisition shall be consummated, and no agreement with
respect to any such purchase, redemption or acquisition shall be entered into,
without the prior approval of the Board.


 


12.           Covenant Regarding 83(b) Election.  Except as Accellent Holdings may otherwise
agree in writing, to the extent that any shares to be transferred to the
Management Stockholder are subject to a “substantial risk of forfeiture”
(within the meaning of Treasury Regulation Section 1.83-3(c) applicable
to the transfer of such Stock) at the time of such transfer, the Management
Stockholder hereby covenants and agrees that he will make an election provided
pursuant to Treasury Regulation Section 1.83-2 with respect to such Stock,
including without limitation, the Stock to be acquired upon each exercise of
the Management Stockholder’s Options; and the Management Stockholder further
covenants and agrees that if he is required to file such election, he will
furnish Accellent Holdings with copies of the forms of election that the
Management Stockholder filed within 30 days after the date of such transfer,
and within 30 days after each exercise of Management Stockholder’s Options
where such filing is required by this sentence, with evidence to Accellent
Holdings that each such election has been filed in a timely manner.


 


13.           Notice of Change of Beneficiary.  Immediately prior to any transfer of Stock to
a Management Stockholder’s Trust, the Management Stockholder shall provide
Accellent Holdings with a copy of the instruments creating the Management
Stockholder’s Trust and with the identity of the beneficiaries of the
Management Stockholder’s Trust.  The
Management Stockholder shall notify Accellent Holdings as soon as practicable
prior to any change in the identity of any beneficiary of the Management
Stockholder’s Trust.


 


14.           Recapitalizations, etc. 
The provisions of this Agreement shall apply, to the full extent set
forth herein with respect to the Stock or the Options, to any and all shares of
capital stock of Accellent Holdings or any capital stock, partnership units or
any other security evidencing ownership interests in any successor or assign of
Accellent Holdings (whether by merger, consolidation, sale of assets or
otherwise) which may be issued in respect of, in exchange for, or substitution
of the Stock or the Option, by reason of any


 


21





















 


stock dividend, split, reverse split,
combination, recapitalization, liquidation, reclassification, merger,
consolidation or otherwise.


 


15.           Management Stockholder’s
Employment by Accellent Holdings.  Nothing contained
in this Agreement or in any other agreement entered into by Accellent Holdings
or any Subsidiary or Affiliate of Accellent Holdings and the Management
Stockholder contemporaneously with the execution of this Agreement (subject to,
and except as set forth in,  the applicable
provisions of any offer letter or letter of employment provided to the
Management Stockholder by Accellent Holdings or any Subsidiary or Affiliate of
Accellent Holdings or any employment agreement entered by and between the
Management Stockholder and Accellent Holdings or any Subsidiary or Affiliate of
Accellent Holdings) (i) obligates Accellent Holdings or any Subsidiary or
Affiliate of Accellent Holdings to employ the Management Stockholder in any
capacity whatsoever or (ii) prohibits or restricts Accellent Holdings (or
any such Subsidiary or Affiliate) from terminating the employment of the
Management Stockholder at any time or for any reason whatsoever, with or
without Cause, and the Management Stockholder hereby acknowledges and agrees
that Accellent Holdings, any Subsidiary or Affiliate of Accellent Holdings and
any other person have not made any representations or promises whatsoever to
the Management Stockholder concerning the Management Stockholder’s employment
or continued employment by Accellent Holdings or any Subsidiary or Affiliate.


 


16.           Binding Effect.  The provisions of this Agreement shall be
binding upon and accrue to the benefit of the Parties and their respective
heirs, legal representatives, successors and assigns.  In the case of a transferee permitted under
clause (y) or (z) of Section 2(a) or Section 3 hereof, such
transferee shall be deemed the Management Stockholder hereunder; provided,
however, that no transferee (including without limitation, transferees
referred to in Section 2(a) or Section 3 hereof) shall derive
any rights under this Agreement unless and until such transferee has delivered
to Accellent Holdings a valid undertaking and becomes bound by the terms of
this Agreement.


 


17.           Amendment.  This Agreement may be amended only by a
written instrument signed by the Parties hereto.


 


18.           Closing.  Except as otherwise provided herein, the
closing of each purchase and sale of shares of Stock pursuant to this Agreement
shall take place at the principal office of Accellent Holdings on the tenth
business day following delivery of the notice by either Party to the other of
its exercise of the right to purchase or sell such Stock hereunder.


 


19.           Applicable Law; Jurisdiction;
Legal Fees.


 


(a)           The laws of the State of New York shall govern the
interpretation, validity and performance of the terms of this Agreement,
regardless of the law that might be applied under principles of conflicts of
law.


 


(b)           Notwithstanding the foregoing, the Management Stockholder
acknowledges and agrees that Accellent Holdings, its Subsidiaries, the Investor
and any of their respective Affiliates shall be entitled to injunctive or other
relief in order to enforce the covenant not to compete, covenant not to solicit
and/or confidentiality covenants as set forth in Section 24(a) of
this Agreement.


 


22





















 


(c)           In the event of any disputes with regard to this Agreement
or any other document or agreement referred to herein, each Party that shall
pay its own legal fees and expenses, unless otherwise determined by the
arbitrator.


 


20.           Assignability of Certain Rights
by the Accellent Holdings.  Accellent Holdings shall have the right to
assign any or all of its rights or obligations to purchase shares of Stock
pursuant to Sections 4, 5 and 6 hereof.


 


21.           Miscellaneous.


 


(a)           In this Agreement all references to the masculine pronoun
shall include the feminine and neuter, and the singular the plural, where the
context so indicates


 


(b)           If any provision of this Agreement shall be declared
illegal, void or unenforceable by any court of competent jurisdiction, the
other provisions shall not be affected, but shall remain in full force and
effect.


 


(c)           If any payment of money, delivery of shares of Common Stock
or other benefits due to the Management Stockholder hereunder could cause the
application of an accelerated or additional tax under Section 409A of the
Internal Revenue Code of 1986, as amended (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 by the
Accellent Holdings and reasonably acceptable to the Management Stockholder,
that does not cause such an accelerated or additional tax.


 


22.           Withholding.  Accellent Holdings or its Subsidiaries or
Affiliates shall have the right to deduct from any payment made under this
Agreement to the applicable Management Stockholder Entities any federal, state
or local income or other taxes required by law to be withheld with respect to
such payment.


 


23.           Notices.  All notices and other communications provided
for herein shall be in writing.  Any
notice or other communication hereunder shall be deemed duly given (i) upon
electronic confirmation of facsimile, (ii) one business day following the
date sent when sent by overnight delivery or (iii) five (5) business
days following the date mailed when mailed by registered or certified mail
return receipt requested and postage prepaid, in each case as follows:


 


(a)           If to Accellent Holdings Corp., to it at the following
address:


 


Accellent
Holdings


c/o
Kohlberg Kravis Roberts & Co. L.P.


2800
Sand Hill Road, Suite 200


Menlo
Park, California 94025


Attn:  Michael W. Michelson


Facsimile:
(650) 233-6554


 


with
copies to:


 


23





















 


Simpson
Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attn:   Sean D. Rodgers, Esq.


Facsimile:  (212) 455-2502


 


(b)           If to the Management Stockholder, to him at the address set
forth below under his signature;


 


or at such other address as either party shall have specified by notice
in writing to the other.


 


24.           Confidential Information; Covenant
Not to Compete.


 


(a)           In consideration of Accellent Holdings entering into this
Agreement with the Management Stockholder, the Management Stockholder hereby
agrees effective as of the date of the Management Stockholder’s commencement of
employment with Accellent Holdings or its Subsidiaries or Affiliates, without
Accellent Holdings’ prior written consent, the Management Stockholder shall
not, directly or indirectly, (i) at any time during or after the
Management Stockholder’s employment with Accellent Holdings or its Subsidiaries
or Affiliates, disclose any Confidential Information pertaining to the business
of Accellent Holdings or any of its Subsidiaries or Affiliates, except when
required to perform his or her duties to Accellent Holdings or one of its
Subsidiaries or Affiliates, or by law or judicial process; or (ii) at any
time during the Management Stockholder’s employment with Accellent Holdings or
its Subsidiaries or Affiliates and for a period of twelve months thereafter,
directly or indirectly (A) act as a proprietor, investor, director,
officer, employee, substantial stockholder, consultant, or partner in any
business that directly or indirectly competes with the business of the Company or (B) solicit
or offer employment to any person who has been employed by Accellent Holdings
or any of its Subsidiaries or Affiliates at any time during the twelve months
immediately preceding the time of the solicitation or hiring.  If the Management Stockholder is bound by any
other agreement with Accellent Holdings or any of its Subsidiaries or
Affiliates regarding the use or disclosure of confidential information, the
provisions of this Agreement shall be read in such a way as to further restrict
and not to permit any more extensive use or disclosure of confidential
information.


 


(b)           Notwithstanding clause (a) above, if at any time a
court holds that the restrictions stated in such clause (a) are
unreasonable or otherwise unenforceable under circumstances then existing, the
Parties hereto agree that the maximum period, scope or geographic area
determined to be reasonable under such circumstances by such court will be
substituted for the stated period, scope or area.  Because the Management Stockholder’s services
are unique and because the Management Stockholder has had access to
Confidential Information, the Parties hereto agree that money damages will be
an inadequate remedy for any breach of this Agreement.  In the event of a breach or threatened breach
of this Agreement, Accellent Holdings or its successors or assigns may, in
addition to other rights and remedies existing in their favor, apply to any
court of competent jurisdiction for specific performance and/or injunctive
relief in order to enforce, or prevent any violations of, the provisions hereof
(without the posting of a bond or other security).


 


(c)           In
the event that the Management Stockholder breaches any of the provisions of Section 24(a),
in addition to all other remedies that may be available to Accellent Holdings,
such Management Stockholder shall be required to pay to Accellent Holdings any
amounts actually paid to him or her by Accellent Holdings in respect of any


 


24





















 


repurchase by Accellent
Holdings of the Options or shares of Common Stock underlying the Options held
by such Management Stockholder (other than Purchased Stock and stock acquired
upon the exercise of a Rollover Option).


 


 


[Signatures on next page.]


 


25





















 


IN WITNESS
WHEREOF, the Parties have executed this Agreement as of the date first above
written.


 


	
   

  	
  ACCELLENT
  HOLDINGS CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


	
   

  	
  MANAGEMENT
  STOCKHOLDER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  /s/

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ADDRESS: