RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made on this 1st Day of July, 2009 between Symmetry Medical Inc., a Delaware corporation (the “Company”), and __________________ (“Grantee”).

WHEREAS, the Grantee is an employee of the Company whose continued employment and high achievement have the ability to impact the Company’s performance; and

WHEREAS, the commitment to grant shares of restricted stock pursuant to the Company’s Amended and Restated 2004 Equity Incentive Plan, as amended from time to time by the Company’s shareholders (the “Plan”) to the Grantee under the terms hereof has been approved by the Company’s Compensation Committee (the “Committee”).

NOW, THEREFORE, pursuant to the Plan, the Company hereby commits to grant to Grantee __________ shares of Common Stock, par value $.0001, (“Common Stock”) of the Company (the grant in whole or in part is collectively referred to herein as the “Restricted Shares”) effective as of the date set forth in Section 2 hereof (the “Date of Grant”), subject to the terms and conditions of the Plan and this Agreement.

1. Definitions . All capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Plan.

2. Issuance of Shares; Performance Criteria .  The Company shall issue the Restricted Shares to Grantee only if the Company achieves an aggregate amount of Net Income from May 3, 2009 through the last day of fiscal 2009, January 2, 2010 (the “Performance Period”) as compared to its aggregated budgeted Net Income for the Performance Period (the “Performance Goal”).  “Net Income” shall mean for any fiscal quarter, the earnings for such quarter after interest and taxes, determined on a consolidated basis in accordance with United States generally accepted accounting principles in effect from time to time.  Partial achievement of the Performance Goal shall result in a percentage of the Restricted Shares being issued as set forth below:

The Restricted Shares shall be issued within ninety (90) days of the date of confirmation that the Performance Goal has been met, in whole or in the percentages set forth above.  Upon payment to the Company by the Grantee of the aggregate par value thereof, which payment shall be made within 10 days of the Date of Grant, the Restricted Shares shall be fully paid and nonassessable and shall be represented by a certificate issued in the name of the Grantee and endorsed with an appropriate legend referring to the restrictions on transfer hereinafter set forth.

3. Restrictions on Transfer of Shares .

(a) The Restricted Shares may not be sold, assigned, transferred, conveyed, pledged, exchanged or otherwise encumbered or disposed of (each, a “Transfer”) by the Grantee, except to the Company, unless and until they have become nonforfeitable as provided in Sections 4 and 5 hereof. Any purported encumbrance or disposition in violation of the provisions of this Section 3 shall be void AB INITIO , and the recipient of any Restricted Shares transferred in contravention hereof shall not obtain any rights to or interest in the Restricted Shares.  Notwithstanding the foregoing, Grantee may not Transfer Restricted Shares which have become nonforfeitable as provided in Sections 4 and 5 hereof unless and until the Restricted Shares are registered pursuant to the Securities Act of 1933 (the “Securities Act”), are sold under Rule 144 promulgated under the Securities Act or unless the Restricted Shares are not required to be registered under the Securities Act or the Transfer of the Restricted Shares is not subject to Rule 144.

(b)               Any Grantee who is also an Executive Officer of the Company, and who is included in the Summary Compensation Table of the Company’s Proxy Statement for the annual meeting of shareholders immediately preceding the Vesting Date, agrees not to Transfer the Restricted Shares for six (6) months following the Vesting Date.  Any purported Transfer in violation of the provisions of this Section shall be void AB INITIO , and the recipient of any Restricted Shares transferred in contrave