First Amendment to the Employment Agreement, dated March 31, 2008, between Accellent Inc. and Jeremy Friedman

---

---

 

 

 

 

THIS FIRST AMENDMENT (this “Amendment“) is entered into between Accellent Inc. (the “Company”), and Jeremy Friedman (the “Executive”) under the following circumstances.

 

 

WHEREAS, the Company and the Executive entered into an Employment Agreement on September 4, 2007 (the “Employment Agreement”); and

 

 

WHEREAS, the parties would like to make certain changes to the terms of the Employment Agreement;

 

 

NOW THEREFORE, the Executive agrees with the Company, in consideration for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, to amend the Employment Agreement as follows, effective as of the date this Amendment is executed as written below:

 

 

1. Section 5 (Equity Arrangements) is hereby amended by substituting the phrase “In connection with his employment” for the phrase “Prior to or simultaneously with the commencement of the Employment Term” as it appears in the first sentence thereof.

 

 

2. Section 5 (Equity Arrangements) is hereby amended by inserting the phrase “(the “Investment Amount”)” after the number “150,000” as it appears in the first sentence thereof.

 

 

3. Section 5 (Equity Arrangements) is hereby amended by removing the phrase “of $4.00” as it appears in the first sentence thereof.

 

 

4. Section 5 (Equity Arrangements) is hereby amended by adding the following sentence after the first sentence thereof:

 

 

“In the event that Executive has not paid the full Investment Amount to the Company as of the time that Executive’s Annual Bonus for either of the fiscal years ended December 31, 2007 and 2008 becomes payable, then, notwithstanding the provisions of Section 4 and instead of the payment of such Annual Bonus in cash, the Company shall issue to Executive, on the date the applicable Annual Bonus could have been paid in cash under the applicable bonus plan, a number of fully vested shares of Common Stock having an aggregate Fair Market Value on such date equal to the Annual Bonus for such fiscal year.

 

 

In connection with the foregoing, if $135,917, which equals the remaining Investment Amount after deducting $14,083 (which represents the amount that the Company will actually pay to Executive as an Annual Bonus in respect of the Company’s fiscal year ending December 31, 2007) (the “Remaining Investment Amount”), exceeds the amount actually paid to Executive as an Annual Bonus with respect to the Company’s fiscal year ending December 31, 2008 (the “Actual 2008 Bonus”), then Executive shall pay to the Company in cash, no later than March 31, 2009, an amount equal to the excess of (x) the Remaining Investment Amount over (y) the Actual 2008 Bonus, and the Company shall issue to Executive in exchange therefor a number of shares of Common Stock having an aggregate Fair Market Value on the date of such issuance equal to such payment. However, if the Actual 2008 Bonus exceeds the Remaining Investment Amount then the Company shall pay to Executive an amount equal to the excess of (x) the Actual 2008 Bonus over (y) the Remaining Investment Amount in accordance with Section 4 and pursuant to the Company’s 2008 annual incentive plan.”

 

 

Page 1 of 3

 

 

5. Section 8(a) (Termination for Cause or Resignation without Good Reason) is hereby amended by adding the following subparagraph at the end thereof:

 

 

“(iv) If, prior to March 31, 2009, Executive’s employment is terminated by the Company for Cause, or if Executive resigns without Good Reason (other than due to death or Disability), then Executive shall pay to the Company in cash, on or before the tenth (10th) business day following the date of termination, an amount equal to the Remaining Investment Amount (calculated as of the date of termination) and the Company shall issue to Executive in exchange therefor a number of shares of Common Stock having an aggregate Fair Market Value equal to such Remaining Investment Amount.”

 

 

 

6. Except as is provided in this Amendment, the Employment Agreement shall remain unchanged and continue in full force and effect.

 

 

To acknowledge your agreement to the terms and conditions of this Amendment, please sign below and return one copy to Patricia McCall by no later than March 31, 2008.

 

 

Page 2 of 3

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the 31st day of March, 2008.

 

	ACCELLENT INC.
	By:	/s/ Robert E. Kirby
	Name:	Robert E. Kirby
	Title:	President, Chief Executive Officer and Director
	Executive:	/s/  Jeremy A. Friedman
		Jeremy A. Friedman

 

Page 3 of 3

 

---

---