TRANSITION BONUS AGREEMENT
Exhibit
10.1 – Transition Retention Bonus Agreement
This
Transition Bonus Agreement (the “Agreement”) between Symmetry Medical Inc.
(“Symmetry”) and _________________ (“Executive”) is made this ____ day of _____,
2011 under the following terms and conditions:
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1.
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The Transition
Bonus. Symmetry shall pay to Executive an amount of
$_______ (the “Transition Bonus”), less applicable taxes and other
withholdings authorized by law or Executive, in the pay period following
the date of this Agreement.
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2.
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Repayment
Obligations. Executive shall repay all or a portion of
the Transition Bonus within thirty (30) days following termination of
employment with Symmetry that is initiated by Executive and which occurs
prior to December 31, 2012. The
Executive shall repay 100% of the Transition Bonus, less any unrecoverable
taxes or other withholdings imposed on the Transition Bonus, if Executive
terminates employment with Symmetry on or before December 31, 2011 and 50%
of the Transition Bonus, less any unrecoverable taxes or other
withholdings imposed on the Transition Bonus, if Executive terminates
his/her employment during 2012.
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3.
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Covenants Not To
Compete. In
consideration for the Transition Bonus, during Executive's employment with
the Company and for a period of twelve (12) months immediately after the
termination of employment, regardless of the reason for that termination,
Executive will not, directly or indirectly, without the prior written
consent of the Board of Directors (which consent will not be unreasonably
withheld):
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ii.
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accept
employment with or perform any services for any of the Company's customers
with whom Executive had contact within the last twelve (12) months 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;
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iii.
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accept
employment with or perform any services for any Competitor anywhere within
the Restricted Geographic Area in the same or similar capacity or function
to that in which Executive worked for the Company or 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;
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iv.
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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;
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v.
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urge,
induce or seek to induce any of the Company's customers with whom
Executive had contact during the last twelve (12) months 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;
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vi.
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acquire
or maintain an ownership interest in any Competitor, except passive
ownership of up to two percent (2%) of any publicly traded
securities;
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vii.
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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.
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viii.
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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;
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ix.
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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.
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Intending
to be bound, the parties affix their signatures below.
Executive:
| Signature | Date | |||
| Printed Name | ||||
| Symmetry Medical, Inc.: | ||||
| Xxxxx X. Xxxxx, SVP of HR, | Date | |||
| General Counsel & Corporate Secretary |
