Exhibit 10.7


 


FORM OF


ROLLOVER
AGREEMENT


 


ROLLOVER
AGREEMENT dated as of November    , 2005 (this “Rollover
Agreement”) between Accellent Holdings Corp., a Delaware corporation (“Accellent
Holdings”), and the individual listed on Schedule I hereto (the “Management
Stockholder”).


 


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;


 


WHEREAS, the
Management Stockholder currently holds options to acquire shares of common
stock, par value $0.01 per share, of the Company (“Accellent Options”),
all of which shall become fully vested upon consummation of the Merger,
pursuant to the Amended and Restated Accellent Inc. 2000 Stock Option and
Incentive Plan (the “Existing Accellent Option Plan”) and has agreed, as
of the effective time of the Merger, to convert certain of such Accellent
Options in lieu of receiving the consideration specified in Section 3.3 of
the Merger Agreement with respect to such options;


 


WHEREAS,
pursuant to Section 18.3 of the Existing Accellent Option Plan, upon the
consummation of the Merger, the Existing Accellent Option Plan and all
outstanding but unexercised options under the Existing Accellent Option Plan
will be assumed by Accellent Holdings; and


 


WHEREAS, in
connection with the conversion of such Accellent Options, Accellent Holdings
will grant after the Closing Date the number of new time and performance based
options specified on Schedule I hereto under the 2005 Equity Plan for Key
Employees of Accellent Holdings and Its Subsidiaries and Affiliates (the “2005
Option Plan”) pursuant to the terms of the 2005 Option Plan.


 


NOW THEREFORE,
in consideration of the foregoing, and the covenants and promises and
representations set forth herein, and for other good and valuable consideration
the receipt and sufficiency of which is hereby acknowledged and accepted, the
parties hereto agree as follows:


 


1.             The Management
Stockholder agrees to convert Accellent Options representing a percentage of
such Management Stockholder’s Total Rollover Value (as defined below) as
specified on Schedule I hereto into options to acquire shares of common
stock, par value $0.01 per share, of Accellent Holdings (the “Rollover
Options”).  Such Rollover Options
shall be issued on the same terms as set forth in the applicable option
agreement entered into pursuant to the Existing Accellent Option Plan.  The actual Accellent Options to be converted
shall be determined by the Company.


 





















 


2.             For
purposes of this Rollover Agreement, “Total Rollover Value” shall mean,
with respect to an option to purchase shares of any class of Company common
stock, the excess of (x) the Transaction Value (as defined below) per share of
common stock underlying such option held by such Management Stockholder over
(y) the aggregate exercise price per share of such option.  “Transaction Value” shall mean, for
each share of Company common stock, the amount of merger consideration per
share that such share of Company common stock is entitled to receive pursuant
to Section 3.3 of the Merger Agreement.




 


3.             The
exercise price per share of the common stock of Accellent Holdings underlying
the Rollover Options will be 25% of the Base Price (as defined in the
Management Stockholder’s Agreement dated the date hereof, between Accellent
Holdings and the undersigned Management Stockholder (the “Management
Stockholder’s Agreement”)).  The
number of shares of common stock of Accellent Holdings underlying the Rollover
Options to be received by the undersigned Management Stockholder will be the
excess, if any, of the aggregate fair market value of the shares subject to the
Rollover Option over the aggregate exercise price of such Rollover Option divided
by 75% of the Base Price.


 


4.             This
Rollover Agreement shall be governed by and construed in accordance with the
laws of the State of New York, regardless of the laws that might otherwise
govern under applicable principles of conflicts of laws thereof.


 


5.             To
the extent that the terms of the Existing Accellent Option Plan or the
applicable stock option agreement entered into pursuant to the Existing
Accellent Option Plan as they relate to the Rollover Options conflict with the
terms of (i) this Rollover Agreement, (ii) the Management Stockholder’s
Agreement, or (iii) the Sale Participation Agreement, dated as of the date
hereof, between Accellent Holdings LLC and the undersigned Management
Stockholder (collectively, the “New Agreements”), the terms of the New
Agreements shall govern.


 


6.             This Rollover Agreement may be
executed in counterparts, all of which shall be considered one and the same
agreement, it being understood that all parties need not sign the same
counterpart.


 


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Schedule I


 


ROLLOVER
ELECTION FORM


 


Name of Management Stockholder:  


 


1.     SELECT EITHER A OR B:


 


A.                                   Percentage
of Total Rollover Value with respect to the Management Stockholder which the Management
Stockholder agrees to rollover:                              %
(rounded-up to the next full share).


 


or


 


B.                                     Amount
of Total Rollover Value with respect to the Management Stockholder which the Management
Stockholder agrees to rollover:  $                            (rounded-up
to the next full share).


 


2.     PLEASE
COMPLETE THE FOLLOWING:


 


If the undersigned Management Stockholder
intends to purchase shares of Purchased Stock (as defined in   the
Management Stockholder’s Agreement), please provide this number of shares of
Purchased Stock.  As  specified
in the Management Stockholder’s Agreement, this Purchased Stock has a base
price of $5.00.  If          the
undersigned Management Stockholder does not intend to purchase shares of
Purchased Stock, please          enter “N/A”:


 


 


 


By executing this Schedule, the undersigned Management
Stockholder accepts and agrees to be bound by and subject to the terms and
conditions of, and makes the representations, warranties and agreements set
forth in the New Agreements.  The parties
to each such New Agreement shall treat the execution and delivery hereof by the
undersigned Management Stockholder as the execution and delivery of such New
Agreement by the undersigned Management Stockholder, and, upon receipt and
acceptance of this Schedule by such parties, the signature of the
undersigned Management Stockholder set forth below shall constitute a
counterpart to the signature page of each such New Agreement.


 


 


	
   

  	
   

  
	
  Management Stockholder

  
	
   

  
	
   

  
	
  Dated: November

  	
   

  	
   , 2005

  
				



 


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  ACCEPTED BY:

  
	
   

  
	
  ACCELLENT HOLDINGS CORP.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  
	
   

  
	
  Dated: November

  	
   

  	
   , 2005

  
					



 


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