EXHIBIT
10.46

    


    Severance
Agreement – Fred Hite

    


    SEVERANCE
AGREEMENT

    


    This
Severance Agreement (the "Agreement") is made and entered into as of May 4, 2010
("Effective Date") by and between Symmetry Medical, Inc., a Delaware
corporation, and Fred Hite (the "Executive").

    WITNESSETH

    


    WHEREAS, Executive is an executive
officer of the Symmetry Medical, Inc. and/or its subsidiaries or other
affiliates (together, the "Company"); and

    


    WHEREAS, the Company believes that
Executive has made and will continue to make valuable contributions to the
productivity and profitability of the Company; and

    


    WHEREAS, the Company desires to
encourage Executive to continue to make such contributions and not to seek or
accept employment elsewhere; and

    


    WHEREAS, the Company, therefore,
desires to assure Executive of certain benefits in the event of any termination
or significant redefinition of the terms of his employment with the
Company;

    


    NOW, THEREFORE, in consideration of the
foregoing and of the mutual covenants herein contained and the mutual benefits
herein provided, the Company and Executive hereby agree as follows:

    


    1.           Employment
Term.  The term of Executive's employment under this Agreement
shall commence on the Effective Date and continue until terminated at the
election of either the Company or Executive by giving notice of termination
pursuant to Section 3 or by Executive's death.

    


    2.           Qualifying
Terminations.  The Company shall provide Executive with the
severance benefits set forth in Section 4 of this Agreement upon any
Qualifying Termination.  As used in this Agreement, "Qualifying
Termination" shall mean Executive's resignation for Good Reason, as defined in
Section 4.g, or termination by the Company for any reason except the
following:

    


    
      	
               
      

            	
              a.

            	
              Termination
      by reason of Executive's Disability.  As used in this Agreement,
      "Disability" means Executive's inability by reason of illness or other
      physical or mental condition to perform the duties required by his
      employment for any consecutive one hundred and twenty day (120) day
      period.

            


    

    


    
      	
               
      

            	
              b.

            	
              Termination
      for Cause.  As used in this Agreement, the term "Cause" shall
      mean the occurrence of one or more of the following
  events:

            


    

    


    
      	
               
      

            	
                i.

            	
              Executive's
      conviction of a felony or of any crime involving moral
      turpitude;

            


    

    


    
      	
               
      

            	
               ii.

            	
              Executive's
      engaging in any fraudulent or dishonest conduct in his dealings with, or
      on behalf of, the Company;

            


    

    


    
      	
               
      

            	
              iii.

            	
              Executive's
      gross or habitual negligence in the performance of his employment duties
      for the Company;

            


    

    


    
      	
               
      

            	
              iv.

            	
              Executive's
      material violation of the Company's business ethics or
      conflict-of-interest policies, as such policies currently exist or as they
      may be amended or implemented during Executive's employment with the
      Company; or

            


    

    


    
      	
               
      

            	
               v.

            	
              Executive's
      misuse of alcohol or illegal drugs which interferes with the performance
      of Executive's employment duties for the Company or which compromises the
      reputation or goodwill of the
Company.

            


    

    


    In
addition, severance benefits shall not be payable if Executive's employment
terminates because of his resignation without Good Reason or because of his
death.

    


    3.           Procedural and Notice
Obligations.  Any termination by Company of Executive's
employment or any resignation by Executive shall be communicated by a written
notice to the other party hereto.  If the Company gives notice of
termination, the notice must state whether the Company believes the termination
is a Qualifying Termination and, if not a Qualifying Termination, 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 a
Qualifying Termination and, if so, 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 the Executive to establish
a resignation for Good Reason: (i) the Executive must within ninety (90) days of
the initial occurrence of the event give written notice to the Company of such
occurrence; (ii) the Company must have failed to remedy that occurrence within
thirty (30) days after receiving such notice; and (iii) the Executive must
resign no later than sixty (60) days after giving such notice.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    4.           Severance
Benefits.  Following a termination of employment for any
reason, Executive shall be paid, on the next regular payday, his earned but
unpaid salary, at his then effective rate, for services performed through the
date of termination and, within thirty (30) days following the termination, any
earned but unpaid incentive bonus for any previous completed year.  In
addition, upon a Qualifying Termination, Executive shall receive the following
benefits ("Severance Benefits"), less any amounts required to be withheld under
applicable law, for twelve months following the Qualifying Termination (the
"Severance Period"), subject to the conditions set forth in Section 3,
Executive's execution of a Release Agreement, and the expiration of any
revocation period therein related to a Qualifying Termination.  If the
Qualifying Termination occurs within twelve months following a Change in
Control, as defined in Section 4.f, then the number of
months in the Severance Period and the amounts payable under Section 4 shall be
multiplied by 150%.

    


    
      	
               
      

            	
              a.

            	
              Company
      shall pay to Executive an amount equal to Executive's annual base salary
      as it existed prior to the Qualifying Termination (which shall be at least
      equal to the Executive's base salary on the date of this Agreement and any
      higher amount established after the date of this
      Agreement).  The payments due hereunder shall be made on the
      Company's normal and customary pay days during the Severance
      Period.

            


    

    


    
      	
               
      

            	
              b.

            	
              Within
      thirty (30) days following the last day of any computation period under an
      incentive bonus plan or similar plan, Executive shall be paid a lump sum
      payment equal to (i) any bonus to which Executive would have been entitled
      if Executive had remained employed through the payment date and had
      achieved all individual performance objectives, multiplied by (ii) a
      fraction, the denominator of which is the number of days in any such
      computation period and the numerator of which is the number of days during
      the computation period the Executive was employed by the
      Company.  By way of example, should the computation period be
      one year, during which the Executive worked 75 days, then the fraction
      would be 75/365.

            


    

    


    
      	
               
      

            	
              c.

            	
              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 Qualifying 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 subsection shall end at the same
  time.

            


    

    


    
      	
               
      

            	
              d.

            	
              If,
      as of the date Executive's employment terminates, Executive is a "key
      employee" within the meaning of Section 416(i) of the Internal Revenue
      Code (the "Code") 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.

            


    

    


    
      	
               
      

            	
              e.

            	
              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").

            


    

    


    
      	
               
      

            	
               
      i.

            	
              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.

            


    

    


    
      	
               
      

            	
               ii.

            	
              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.

            


    

    


    
      	
               
      

            	
              iii.

            	
              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.

            


    

    


    
      	
               
      

            	
              f.

            	
              As
      used in this Agreement, a "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 Section 4.f 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
Code and its interpretive regulations.

    


    
      	
               
      

            	
              g.

            	
              As
      used herein, any voluntary resignation by Executive shall be for "Good
      Reason" if the resignation follows any of these events: a material
      reduction in the Executive's base salary or target bonus from its level as
      of the date of this Agreement or any higher level established hereafter
      (in a single or multiple reductions); a material reduction in the
      Executive's duties or responsibilities from those that exist on the date
      of this Agreement or as established hereafter; or a material breach or
      repudiation by the Company of its obligations under this Agreement or any
      other agreement prescribing the terms and conditions of his
      employment.

            


    

    


    5.           Settlement and Waiver of Claims by
Executive.  Executive acknowledges and agrees that Executive's
acceptance of the Company's payment of the severance benefits pursuant to
Section 4 of this Agreement shall be deemed to constitute a full settlement and
discharge of any and all obligations of the Company to Executive arising out of
this Agreement, Executive's employment with the Company and/or the termination
of Executive's employment with the Company, except for any vested rights
Executive may have under any insurance, stock option or equity compensation plan
or any other employee benefit plans sponsored by the
Company.  Executive further acknowledges and agrees that as a
condition to receiving any of the severance benefits pursuant to Section 4
of this Agreement, Executive will execute and not revoke a release agreement in
form and substance reasonably satisfactory to the Company pursuant to which
Executive will release and waive any and all claims against the Company (and its
officers, directors, shareholders, insurers, employees and representatives) that
exist as of the date of the release, including but not limited to any and all
claims arising out of this Agreement, Executive's employment with the Company,
and/or the termination of Executive's employment with the Company, and all
claims under any federal, state and local laws including the Age Discrimination
in Employment Act of 1967, as amended (the "Release
Agreement").  Notwithstanding the foregoing, the Release Agreement
shall not affect or relinquish (a) any vested rights Executive may have
under any insurance, stock option or equity compensation plan, or other employee
benefit plan sponsored by the Company, (b) any claims for reimbursement of
business expenses incurred prior to the employment termination date,
(c) any rights to severance benefits under Section 4 of this Agreement
and (d) any claims that cannot as a matter of law be
released.  Company shall provide Executive with the Release Agreement
within ten (10) days of the date of any Qualifying Termination.

    


    6.           Executive's
Obligations.  To induce the Company to enter into this
Agreement, Executive agrees as follows:

    


    
      	
               
      

            	
              a.

            	
              Covenants
      Not To Compete.  During
      Executive's employment with the Company and for a period of twelve (12)
      months immediately after the termination of his employment, Executive will
      not, directly or indirectly, without the prior written consent of the
      Board of Directors (which consent will not be unreasonably
      withheld):

            


    

    


    
      	
               
      

            	
                 
      i.

            	
              accept
      employment with, or perform any services for any Competitor of the Company
      or any of the Company's top ten (10) customers based on sales volume in
      the prior fiscal year.  For the purposes of this Section 6,
      the term "Competitor" means a
      company that manufactures orthopedic or aerospace products or services
      that compete in the marketplace with products or services that the Company
      provides at the time Executive's employment
  ends;

            


    

    


    
      	
               
      

            	
                
      ii.

            	
              accept
      employment with or perform any services for any of the Company's customers
      with whom Executive had contact within the last two (2) years of his
      employment, if doing so would in any way reduce the level of business the
      customer does with the Company or otherwise adversely affect the Company's
      business relationship with the
customer;

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
               
      

            	
               
      iii.

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

            


    

    


    
      	
               
      

            	
               
      iv.

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

            


    

    


    
      	
               
      

            	
                
      v.

            	
              urge,
      induce or seek to induce any of the Company's customers with whom
      Executive had contact during the last two (2) years of his employment with
      the Company, to reduce or terminate their business with the Company or in
      any manner interfere with the Company's business relationships with its
      customers;

            


    

    


    
      	
               
      

            	
               
      vi.

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

            


    

    


    
      	
               
      

            	
               vii.

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

            


    

    


    
      	
               
      

            	
              viii.

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

            


    

    


    
      	
               
      

            	
               
      ix.

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

            


    

    


    
      	
               
      

            	
              b.

            	
              Confidentiality.  Executive
      will keep confidential and not, directly or indirectly, divulge or use for
      any purpose whatsoever (other than in the performance of his duties for
      the Company or as compelled by law), any of the Company's confidential
      information, business secrets or trade secrets including, but not limited
      to, information concerning such matters as the Company's products,
      services, customers, finances and operations.  All of the
      Company's confidential information, business secrets and trade secrets
      shall be the sole and exclusive property of the
      Company.  Executive's confidentiality obligations shall not
      apply to any information that through lawful means has become generally
      known outside the Company or is readily available in the public
      domain.

            


    

    


    Upon the
termination of Executive's employment with the Company, or any time at the
Company's request, Executive shall immediately deliver to the Company any and
all memoranda, notes, records, drawings, manuals, computer programs,
documentation, diskettes, computer tapes, electronic data (in whatever form or
media), and all copies thereof, in Executive's possession or under Executive's
control, whether prepared by Executive or others, containing the Company's
confidential information, business secrets or trade secrets.

     

    
      	
               
      

            	
              c.

            	
              Disclosure
      of Developments.  Employee
      agrees to disclose promptly to Company all Developments made or conceived
      by Employee (whether at the business premises of Company, at home, or
      elsewhere), either solely or jointly with others, during Employee's
      Employment Period.  "Developments" means all products, methods,
      inventions, improvement, concepts, designs, formulas, techniques,
      processes, discoveries, know-how, and ideas related to Company's
      business.

            


    

     

    
      	
               
      

            	
              d.

            	
              Ownership
      of Developments.

            


    

    


    
      	
               
      

            	
                
      i.

            	
              All
      Developments made or conceived by Employee (whether at the business of
      Company, at home, or elsewhere), either solely or jointly with others,
      during Employee's Employment Period will be the sole and exclusive
      property of Company.  Employee hereby assigns to Company all of
      his rights, title, and interest in any and to all such Developments,
      together with any Proprietary Rights related
  thereto.

            


    

     

    
      	
               
      

            	
               
      ii.

            	
              Both
      during Employee's Employment Period and thereafter, Employee agrees, at
      Company's expense, to take such actions and to sign such applications,
      assignments, and other documents as may be reasonably requested by Company
      from time to time in order to protect Company's right, title, or interest
      in any Developments and/or to obtain or maintain any Propriety Rights
      related thereto.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    7.           Survival
of Obligations/Extension/Severability/Remedies/Forfeiture.

     

    
      	
               
      

            	
              a.

            	
              Survival
      of Obligations.  Executive
      acknowledges and agrees that his obligations under Section 6 shall
      survive the expiration or termination of this Agreement and the
      termination of his employment with the Company, irrespective of the reason
      for the termination of the Agreement and/or
      employment.  Executive further acknowledges and agrees that the
      post-employment restrictions set forth in Section 6 of this Agreement
      are and shall be construed as independent covenants and that no breach of
      any contractual or legal duty by the Company shall be held sufficient to
      excuse or terminate Executive's obligations under Section 6 of this
      Agreement or to preclude the Company from obtaining injunctive or other
      relief for Executive's violation or threatened violation of any provision
      in Section 6, and the existence of any claim or cause of action by
      Executive against the Company, whether predicated on this Agreement or
      otherwise, shall not constitute a defense to the Company's enforcement of
      Executive's obligations under Section 6 of this
      Agreement.

            


    

    


    
      	
               
      

            	
              b.

            	
              Extension.  In the
      event Executive violates any of the restrictive covenants contained in
      Section 6, the duration of such restrictive covenant shall
      automatically be extended by the length of time during which Executive was
      in violation of such restriction.

            


    

    


    
      	
               
      

            	
              c.

            	
              Severability;
      Modification of Restrictions.  Executive
      agrees and understands that the restrictions in Section 6 are reasonable
      in light of Executive's position of trust with the Company, the highly
      competitive nature of the Company's business and the fact that the Company
      has invested substantial time, money and other resources developing the
      confidential information, business secrets, trade secrets and
      relationships with its customers, employees, vendors and
      contractors.  Executive also agrees and represents that the
      restrictions in Section 6 will not impair his ability to find suitable
      subsequent employment.  Although Executive and the Company
      consider the restrictions contained in Section 6 to be reasonable and
      enforceable, Executive and the Company acknowledge and agree that if any
      provision of Section 6 is determined to be unenforceable for any reason
      (a) such unenforceability shall not affect the enforceability of the
      remainder of the Agreement; and (b) the provision shall automatically
      be deemed reformed so that it shall have the closest effect permitted by
      applicable law to the original form and shall be enforced on that
      basis.

            


    

    


    
      	
               
      

            	
              d.

            	
              Remedies.  Executive
      recognizes that a breach or threatened breach of Section 6 of this
      Agreement will give rise to irreparable injury to the Company and that
      money damages will not be adequate relief for such injury.  For
      this reason, Executive agrees that the Company shall be entitled to obtain
      injunctive relief, including, but not limited to, temporary restraining
      orders, preliminary injunctions and/or permanent injunctions, without
      having to post any bond or other security, to restrain or prohibit such
      breach or threatened breach, in addition to any other legal remedies which
      may be available, including the recovery of money damages.  In
      addition to all other relief to which it shall be entitled, the Company
      shall be entitled to recover from Executive all litigation costs and
      attorneys' fees incurred by the Company in any action or proceeding
      relating to Section 6 of this Agreement in which the Company prevails in
      any respect.

            


    

    


    
      	
               
      

            	
              e.

            	
              Forfeiture.  Executive
      agrees that if he either fails to fully and completely comply with each
      and every provision of Section 6 of this Agreement or challenges the
      enforceability of any provision in Section 6, then in such event the
      Company shall have the right to discontinue payment of any compensation
      that would otherwise be payable to Executive under this Agreement without
      any recourse by Executive, and Executive shall be obligated to repay
      immediately all amounts the Company already has paid to Executive under
      this Agreement.  The Company and Executive acknowledge and agree
      that such remedy is in addition to, and not in lieu of, any and all other
      legal and/or equitable remedies that may be available to the Company in
      connection with Executive's breach or threatened breach of Section
      6.  If Executive fails to comply with this provision, then in
      addition to all other relief to which it may be entitled, the Company also
      shall be entitled to recover from Executive all litigation costs and
      attorneys' fees incurred by the Company in any action or proceeding
      relating to this Section 7 in which the Company prevails in any
      respect.

            


    

    


    8.           Payments Upon Executive's
Death.  Should Executive die while any amounts are payable
hereunder, this Agreement shall inure to the benefit of and be enforceable by
Executive's executors, administrators, heirs, devisees and legatees and all
amounts payable hereunder shall be paid in accordance with the terms of this
Agreement to Executive's devisee, legatee or other designee or if there be no
such designee, to his estate.

    


    9.           Notices.  For
purposes of this Agreement, notices and all other communications provided for
herein shall be in writing and shall be deemed to have been given when delivered
or mailed by United States registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:

    


    If to
Executive:

    


    __________________________________

    


    __________________________________

    


    If to the
Company:

    


    Symmetry
Medical Inc.

    3724 N.
St. Rd. 15

    Warsaw,
IN 46582

    Attention:  Chief
Executive Officer

    Copy
to:    General Counsel


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    or to
such other address as any party may have furnished to the other party in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.

    


    10.           Venue, Choice of Law and
Jurisdiction.  The validity, interpretation, and performance of
this Agreement shall be governed by the laws of the State of Indiana, except its
choice-of-law provisions.  The parties agree that all legal disputes
regarding this Agreement will be resolved by the state or federal courts located
in Ft. Wayne, Indiana, and irrevocably consent to service of process in such
city for such purpose.

    


    11.           Waiver, Modification and Complete
Agreement.  No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing signed by Executive and the Company.  No waiver by any
party hereto at any time of any breach by any other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or any prior or subsequent time.  No agreements
or representation, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by any party which are not set forth
expressly in this Agreement.

    


    12.           Severability.  The
invalidity or unenforceability of any provisions of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
which shall remain in full force and effect.

    


    13.           Execution in
Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same Agreement.

    


    14.           Assignment.  This
Agreement is personal in nature and neither of the parties hereto shall, without
the consent of the other, assign or transfer this Agreement or any rights or
obligations hereunder, except as provided herein.  Without limiting
the foregoing, Executive's right to receive payments hereunder shall not be
assignable or transferable, whether by pledge, creation of a security interest
or otherwise, other than a transfer by will or by the laws of descent and
distribution as set forth in Section 8 hereof, and in the event of any
attempted assignment or transfer contrary to this Section 14, the Company
shall have no liability to pay any amount so attempted to be assigned or
transferred.

    


    15.           Source of Payments; No Lien by
Executive.  Any benefits payable under this Agreement shall be
paid solely from the general assets of the Company.  Neither Executive
nor Executive's beneficiary shall have interest in any specific assets of the
Company under the terms of this Agreement.  This Agreement shall not
be considered to create an escrow account, trust fund or other funding
arrangement of any kind or a fiduciary relationship between Executive and the
Company.

    


    16.           Section 409A. 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.

    


    17.           Complete
Agreement.  This Agreement does not affect Executive's rights
or duties under the 2004 Equity Incentive Plan, any successor equity incentive
plan, or any related award or restriction agreements between Executive and the
Company.  With those exceptions, this Agreement completely supersedes
and replaces any other employment agreement or other agreement covering the same
or similar terms and conditions of this Agreement, whether written or oral,
between Company and Executive which was entered into prior to the date of this
Agreement.

    


    IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed and
delivered as of the date set forth above.

    


    
      
        	
                SYMMETRY
      MEDICAL, INC.

              
	 
      	 
      
	
                By:  

              	 
      
	
                Brian
      Moore, President and Chief Executive
Officer

              


      

    

    


    
      
        	
                EXECUTIVE:

              
	 
      
	 
      
	 
      
	
                Printed Name: