EXHIBIT
10.45

    


    Amended
Employment Agreement – Brian S. Moore

    


    FIRST
AMENDMENT TO EMPLOYMENT AGREEMENT

    


    This
First Amendment to Employment Agreement (the "Amendment") is entered into as of
the 4th day of May, 2010, between Symmetry Medical Inc., a Delaware corporation
(the "Company"), and Brian Moore (the "Executive").

     

    The
Company and the Executive have entered into an Employment Agreement dated as of
June 11, 2003 (the "Employment Agreement") and now desire to amend the
Employment Agreement in certain respects.

     

    In
consideration of the following mutual undertakings, the Employment Agreement is
amended as follows:

     

    1.      
     Subparagraph (a) of paragraph 5 is amended in its
entirety to read as follows:

     

    (a)  The
Employment Period and Executive's employment under this Agreement shall be
terminated (i) upon Executive's death or mental or physical disability or
incapacity (as determined by the Board in its good faith judgment); (ii) at the
Company's discretion at any time, whether for Cause (as defined below) or
without Cause; or (iii) at the Executive's discretion at any time, whether for
Good Reason (as defined below) or without Good Reason.  Any
termination by the Company or by Executive shall be communicated by a written
notice to the other party.  If the Company gives notice of
termination, the notice must state whether the Company believes the termination
is for Cause or without Cause and, if for Cause, the specific provisions of this
Agreement relied upon and the facts and circumstances, in reasonable detail,
claimed to provide a basis for such termination.  If Executive gives
notice of termination, the notice of termination must state whether Executive
believes the termination to be for Good Reason or without Good Reason and, if
for Good Reason, the specific provisions of this Agreement relied upon and the
facts and circumstances, in reasonable detail, claimed to provide a basis for
such termination.  For Executive to establish a resignation for Good
Reason, Executive must, within ninety (90) days of the initial occurrence of the
event, give written notice to the Company of such occurrence and, if the Company
fails to cure pursuant to subparagraph (f) of this paragraph 5, must resign no
later than sixty (60) days after giving such notice.

     

    2.      
     Subparagraph (b) of paragraph 5 is amended in its
entirety to read as follows:

     

    (b)  If
the Employment Period and Executive's employment under this Agreement is
terminated by the Company without Cause, or by Executive for Good Reason,
Executive shall be entitled to (i) receive his Base Salary through the date of
termination, (ii) any earned, but unpaid, bonus and other benefits, (iii) a
pro rata portion of Executive's bonus for the year in which he is terminated,
(iv) continue to receive his Base Salary payable in regular installments as
special severance payments for twelve months from the date of termination (the
"Severance Period"), and (v) receive during the Severance Period the
reimbursement for COBRA continuation coverage described in subparagraph (g) of
this paragraph 5.  If the termination under this subparagraph (b)
occurs within twelve months following a Change in Control (as defined below),
then the Severance Period shall be twenty-four months.  Despite any
provisions of this subparagraph (b) to the contrary, Executive will be entitled
to the benefits in clause (iv) and (v) above if and only if Executive has
executed and delivered to the Company a general release in form and substance
reasonably satisfactory to the Company and only so long as Executive has not
breached the provisions of paragraphs 6, 7 and 8 hereof.  Other than
as provided in this subparagraph (b), Executive shall not be entitled to any
other salary, compensation or benefits after termination of the Employment
Period.

     

    3.      
     Subparagraph (c) of paragraph 5 is amended in its
entirety to read as follows:

     

    (c)  If
the Employment Period is terminated by the Company for Cause, by Executive
without Good Reason, or by Executive's death or mental or physical disability or
incapacity, Executive shall only be entitled to receive his Base Salary through
the date of termination and shall not be entitled to any other salary,
compensation or benefits from the Company or its Subsidiaries
thereafter.

     

    4.      
     Paragraph 5 is amended by adding a new
subparagraph (g) to read as follows:

     

    (g)  During
the Severance Period, the Company shall reimburse Executive for any amounts paid
by Executive for COBRA continuation coverage, reduced by an amount equal to the
payments Executive made for such coverage immediately prior to the
termination.  If Executive's right to COBRA continuation coverage ends
because Executive has enrolled in a group medical plan offered by a subsequent
employer, Executive's reimbursement under this subparagraph shall end at the
same time.  If Executive's COBRA continuation coverage expires because
Executive has received the maximum of 18 months of continuation coverage, the
Company will continue to pay Executive the same monthly reimbursement amount for
the remaining months in the Severance Period.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    5.      
     Paragraph 5 is amended by adding a new
subparagraph (h) to read as follows:

     

    (h)  For
purposes of this Agreement, "Change in Control" of the Company means: (i) the
acquisition by any individual, entity or group (a "Person") of beneficial
ownership of fifty percent (50%) or more of the combined voting power of the
then outstanding voting securities of the Company; (ii) the replacement of a
majority of members of the Board of Directors during any 12-month period by
members whose appointment or election is not endorsed by a majority of the
members of the Board of Directors prior to the date of the appointment or
election; (iii) a reorganization, merger or consolidation (a "Combination"), in
each case, unless, following such Combination, (A) more than fifty percent (50%)
of the then combined voting power of the securities of the corporation resulting
from such Combination is beneficially owned by all or substantially all of the
individuals and/or entities who were the beneficial owners of the outstanding
Company common stock immediately prior to such Combination in substantially the
same proportions as their ownership of voting power immediately prior to such
Combination, and (B) at least a majority of the members of the board of
directors of the corporation resulting from such Combination were members of the
Company's Board at the time of the execution of the initial agreement providing
for such Combination; (iv) a complete liquidation or dissolution of the Company;
or (v) the sale or other disposition of all or substantially all of the assets
of the Company.  Despite any other provision of this subparagraph (h)
to the contrary, an event shall not constitute a Change in Control if it does
not constitute a change in the ownership or effective control, or in the
ownership of a substantial portion of the assets of, the Company within the
meaning of Section 409A(a)(2)(A)(v) of the Internal Revenue Code (the "Code")
and its interpretive regulations.

     

    6.        
   A new paragraph 24 is added to the Agreement to read as
follows:

     

    25.  Parachute Payment
Restrictions.

     

    (a)  No
payment or distribution by the Company to or for the benefit of Executive of the
severance benefits or any other amount in the nature of compensation (whether
payable or distributable under this Agreement or otherwise) (a "Payment") will
be paid that would be subject to the excise tax or denial of deduction imposed
by Sections 280G and 4999 of the Code (an "Excess Parachute
Payment").

     

    (b)  In
the event that the Company determines that any Payment would constitute an
Excess Parachute Payment, the Company will provide to Executive, within thirty
(30) days after Executive's employment termination date, an opinion of a
nationally recognized certified public accounting firm mutually selected by the
Company and Executive (the "Accounting Firm") that the Executive would be
considered to have received Excess Parachute Payments if the Executive were to
receive the full amounts described pursuant to this Agreement or otherwise and
setting forth with particularity the smallest amount by the which the Payments
would have to be reduced to avoid the imposition of any excise tax or the denial
of any deduction pursuant to Code Sections 280G and 4999.

     

    (c)  The
Payments shall be adjusted, in the order of priority designated by the Executive
in written instructions, to the minimum extent necessary so that none of the
Payments, in the opinion of the Accounting Firm, would constitute an Excess
Parachute Payment.

     

    (d)  Any
determination by the Accounting Firm shall be binding upon the Company and the
Executive.  All fees and expenses of the Accounting Firm shall be
borne by the Company.

     

    7.      
     A new paragraph 25 is added to the Agreement to
read as follows:

     

    25.  Section
409A.  If, as of the date Executive's employment terminates,
Executive is a "key employee" within the meaning of Section 416(i) of the Code
(without regard to paragraph (5) thereof) and the Company has stock that is
publicly traded on an established securities market or otherwise, any payment
that constitutes deferred compensation because of employment termination will be
suspended until the first day of the seventh month following the month in which
Executive's last day of employment occurs.  "Deferred compensation"
means compensation provided under a nonqualified deferred compensation plan as
defined in, and subject to, Section 409A of the Code.  This
Agreement shall be interpreted and applied in a manner consistent with any
applicable standards for nonqualified deferred compensation plans established by
Section 409A of the Code and its interpretive regulations and other regulatory
guidance.  To the extent that any terms of this Agreement would
subject Executive to gross income inclusion, interest, or additional tax
pursuant to Section 409A of the Code, those terms are to that extent superseded
by, and shall be adjusted to the minimum extent necessary to satisfy, the
applicable Section 409A of the Code standards.

     

    8.       
    Except to the extent altered by this Amendment, the
terms of the Employment Agreement shall remain in full force and
effect.

     

    The
Company and the Executive have executed this Amendment as of the date first
written above.

     

    
      	
              EXECUTIVE

            	 
      	
              SYMMETRY
      MEDICAL INC.

            
	 
      	 
      	 
      
	
                 

            	 
      	
              By:

            	
                 

            	 
      
	
              Brian
      Moore