Symmetry Surgical Inc. Sample Contracts

AGREEMENT AND PLAN OF MERGER
Merger Agreement • May 2nd, 2016 • Symmetry Surgical Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 2, 2016, by and among Symmetry Surgical Holdings, Inc., a Delaware corporation (“Parent”), Symmetry Acquisition Corp, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Symmetry Surgical Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are referred to herein as a “Party” and together as “Parties.”

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EMPLOYMENT AGREEMENT WITH DAVID C. MILNE
Employment Agreement • March 13th, 2015 • Symmetry Surgical Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Tennessee

Your employment with the Company is contingent upon and effective at the closing of the Agreement and Plan of Merger by and among Symmetry Medical Inc., Tecostar Holdings, Inc. and its parent and/or affiliate companies or successors and assigns that was executed on August 4, 2014 and the spin out of the Company as a stand-alone public entity (that date being the “Commencement Date” of your employment with the Company).

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October 31, 2014 Board of Directors Symmetry Medical, Inc.
Engagement Letter • October 31st, 2014 • Symmetry Surgical Inc. • Orthopedic, prosthetic & surgical appliances & supplies
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separation Agreement*
Separation Agreement • September 5th, 2014 • Symmetry Surgical Inc. • Delaware

This Separation Agreement (this “Agreement”) is entered into as of August 4, 2014, by and between Symmetry Medical Inc., a Delaware corporation (the “Company”), and Racecar Spinco Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Merger Agreement (as defined below).

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SECOND AMENDMENT TO SEVERANCE AGREEMENT
Severance Agreement • October 8th, 2014 • Symmetry Surgical Inc. • Orthopedic, prosthetic & surgical appliances & supplies

This Second Amendment to Severance Agreement (the "Amendment") is made and entered into as of ______, 2014 (the "Effective Date") by and between Symmetry Medical, Inc., a Delaware corporation ("Company"), and David C. Milne (the "Executive").

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SECOND AMENDMENT TO EXECUTIVE BENEFIT AGREEMENT
Executive Benefit Agreement • October 8th, 2014 • Symmetry Surgical Inc. • Orthopedic, prosthetic & surgical appliances & supplies

This Second Amendment to Executive Benefit Agreement (the "Amendment”) is made and entered into as of __________, 2014 ("Effective Date") by and between Symmetry Medical, Inc., a Delaware corporation (the "Company"), and Thomas J. Sullivan ("Executive").

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SECOND AMENDMENT TO SEVERANCE AGREEMENT
Severance Agreement • October 8th, 2014 • Symmetry Surgical Inc. • Orthopedic, prosthetic & surgical appliances & supplies

This Second Amendment to Severance Agreement (the "Amendment") is made and entered into as of __________ __, 2014 (the "Effective Date") by and between Symmetry Medical, Inc., a Delaware corporation ("Company"), and Fred L. Hite (the "Executive").

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CREDIT AGREEMENT dated as of December 5, 2014 by and among
Credit Agreement • December 19th, 2014 • Symmetry Surgical Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Illinois
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RESTRICTED STOCK AND CASH INCENTIVE AGREEMENT - EXECUTIVE OFFICER
Restricted Stock and Cash Incentive Agreement • March 13th, 2015 • Symmetry Surgical Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Tennessee

THIS RESTRICTED STOCK AND CASH INCENTIVE AGREEMENT (the “Agreement”) is made on this 2nd day of January, 2015 ("Grant Date") between Symmetry Surgical Inc., a Delaware corporation (the “Company”), and _______________ (“Grantee”).

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INDEMNITY AGREEMENT
Indemnification Agreement • March 13th, 2015 • Symmetry Surgical Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

This AGREEMENT is made as of ____________ ____, 2015 by and between Symmetry Surgical Inc., a Delaware corporation (the "Corporation"), and _________________ (the "Indemnitee"), a director and/or executive officer of the Corporation and/or its subsidiaries or related corporate entities.

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AMENDMENT TO EXECUTIVE BENEFIT AGREEMENT
Executive Benefit Agreement • May 11th, 2015 • Symmetry Surgical Inc. • Orthopedic, prosthetic & surgical appliances & supplies

This Amendment to Executive Benefit Agreement (the "Amendment") is made and entered into as of May 9, 2015 ("Effective Date") by and between Symmetry Surgical, Inc., a Delaware corporation (the "Company"), and Thomas J. Sullivan (the "Executive").

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AMENDMENT TO RESTRICTED STOCK AND CASH INCENTIVE AGREEMENT
Restricted Stock and Cash Incentive Agreement • November 9th, 2015 • Symmetry Surgical Inc. • Orthopedic, prosthetic & surgical appliances & supplies

THIS AMENDMENT TO RESTRICTED STOCK AND CASH INCENTIVE AGREEMENT (the “Amendment”) is made on this 22nd day of October, 2015 ("Effective Date") between Symmetry Surgical Inc., a Delaware corporation (the “Company”), and _______________ (“Grantee”).

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TRANSITION SERVICES AGREEMENT BY AND BETWEEN SYMMETRY MEDICAL, INC. AND RACECAR SPINCO, INC.
Transition Services Agreement • October 24th, 2014 • Symmetry Surgical Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

WHEREAS, in connection with the transactions contemplated by the Separation Agreement, dated as of [ ], 2014, by and between the Transferor and SpinCo (the “Separation Agreement”), the Parties contemplate that during the Term (as defined Section 3.1), each Party will provide certain transitional services as Service Provider to Service Recipient, in accordance with the terms and conditions set forth herein.

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SUPPLY AGREEMENT
Supply Agreement • October 24th, 2014 • Symmetry Surgical Inc. • Orthopedic, prosthetic & surgical appliances & supplies

This SUPPLY AGREEMENT (this “Agreement”), is entered into as of [ ] (the “Effective Date”) between Symmetry Medical Inc., a Delaware corporation (the “Company”), and Racecar SpinCo, Inc., a Delaware corporation (“SpinCo”). Company and SpinCo are referred to herein collectively as the “Parties,” and each individually as a “Party”.

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FORM OF AMENDMENT TO RESTRICTED STOCK AND CASH INCENTIVE AGREEMENT
Restricted Stock and Cash Incentive Agreement • December 2nd, 2015 • Symmetry Surgical Inc. • Orthopedic, prosthetic & surgical appliances & supplies

THIS AMENDMENT TO RESTRICTED STOCK AND CASH INCENTIVE AGREEMENT (the “Amendment”) is made on this 1st day of December, 2015 ("Effective Date") between Symmetry Surgical Inc., a Delaware corporation (the “Company”), and _______________ (“Grantee”).

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August 28, 2014 Board of Directors Symmetry Medical, Inc. 3724 North State Road 15 Warsaw, IN 46582
Engagement Letter • September 5th, 2014 • Symmetry Surgical Inc.

Pursuant to and subject to the provisions of Section 1(b) of the engagement letter (the “Engagement Letter”) by and between Stifel, Nicolaus & Company, Incorporated (“Stifel”) and Symmetry Medical Inc. (the “Company”), Stifel hereby consents to the inclusion of its Opinion (as defined in the Engagement Letter) in the proxy statement to be filed on Form S-4 in connection with the merger of TecoSym Inc. with and into the Company pursuant to the Agreement and Plan of Merger among the Company, Tecostar Holdings, Inc., Tecomet, Inc. and TecoSym Inc., dated August 4, 2014.

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QUALITY AGREEMENT
Quality Agreement • October 24th, 2014 • Symmetry Surgical Inc. • Orthopedic, prosthetic & surgical appliances & supplies

This QUALITY AGREEMENT (this “Agreement”), is entered into as of [ ], 2014 (the “Effective Date”) between Symmetry Medical Inc., a Delaware corporation (the “Company”), and Racecar SpinCo, Inc., a Delaware corporation (“SpinCo”). Company and SpinCo are referred to herein collectively as the “Parties,” and each individually as a “Party”.

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AGREEMENT AND PLAN OF MERGER by and among TECOSTAR HOLDINGS, INC. TECOMET INC., TECOSYM INC. and SYMMETRY MEDICAL INC. Dated as of August 4, 2014
Merger Agreement • September 5th, 2014 • Symmetry Surgical Inc. • New York

THIS AGREEMENT AND PLAN OF MERGER, is entered into as of August 4, 2014 (this “Agreement”), by and among TecoStar Holdings, Inc., a Delaware corporation (“Holdings”), Tecomet Inc., a Massachusetts corporation (“Parent”), TecoSym Inc., a Delaware corporation and wholly-owned Subsidiary of Parent (“Merger Sub”), and Symmetry Medical Inc., a Delaware corporation (the “Company”).

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SHARED IP CROSS LICENSE AGREEMENT SHARED IP CROSS LICENSE AGREEMENT
Shared Ip Cross License Agreement • October 24th, 2014 • Symmetry Surgical Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
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SHARED IP CROSS LICENSE AGREEMENT SHARED IP CROSS LICENSE AGREEMENT
Shared Ip Cross License Agreement • September 5th, 2014 • Symmetry Surgical Inc. • Delaware

THIS SHARED IP CROSS LICENSE AGREEMENT (the “Agreement”), dated as of [•], 2014 (the “Effective Date”), is made and entered into by and between Symmetry Medical Inc., a Delaware Corporation (the “Company”); and Racecar Spinco, Inc., a Delaware Corporation and a wholly owned Subsidiary of the Company (“SpinCo”). Company and SpinCo are referred to in this Agreement each as a “Party” and collectively as the “Parties.”

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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • January 28th, 2016 • Symmetry Surgical Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Indiana

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of January 29, 2016 between Symmetry Surgical Inc., a Delaware corporation (the “Company”), and ____________ (“Grantee”).

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QUALITY AGREEMENT
Quality Agreement • September 5th, 2014 • Symmetry Surgical Inc.

This QUALITY AGREEMENT (this “Agreement”), is entered into as of [•], 2014 (the “Effective Date”) between Symmetry Medical Inc., a Delaware corporation (the “Company”), and Racecar SpinCo, Inc., a Delaware corporation (“SpinCo”). Company and SpinCo are referred to herein collectively as the “Parties,” and each individually as a “Party”.

Sample 1
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SUPPLY AGREEMENT
Supply Agreement • September 5th, 2014 • Symmetry Surgical Inc.

This SUPPLY AGREEMENT (this “Agreement”), is entered into as of [•], 2014 (the “Effective Date”) between Symmetry Medical Inc., a Delaware corporation (the “Company”), and Racecar SpinCo, Inc., a Delaware corporation (“SpinCo”). Company and SpinCo are referred to herein collectively as the “Parties,” and each individually as a “Party”.

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TRANSITION SERVICES AGREEMENT BY AND BETWEEN SYMMETRY MEDICAL, INC. AND RACECAR SPINCO, INC. Dated as of [•], 2014
Transition Services Agreement • September 5th, 2014 • Symmetry Surgical Inc. • Delaware

WHEREAS, in connection with the transactions contemplated by the Separation Agreement, dated as of August 4, 2014, by and between the Transferor and SpinCo (the “Separation Agreement”), the Parties contemplate that during the Term (as defined Section 3.1), each Party will provide certain transitional services as Service Provider to Service Recipient, in accordance with the terms and conditions set forth herein.

Sample 1
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