Vice President, Human Resources Employment Agreement

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 13th day of April, 2005 (the "Effective Date") is entered into Medical Device Manufacturing, Inc. (dba) Accellent, Inc., a Colorado corporation with its principle place of business at 200 West Seventh Avenue, Collegeville, PA 19426 (the "Company"), and Daniel DeSantis (the "Employee").

WHEREAS, the Company desires to employ the Employee on the terms and conditions contained herein; and

WHEREAS, the Employee desires to be employed with the Company on the terms and conditions contained herein;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties agree as follows:

1. Term of Employment. The Company hereby agrees to employ the Employee, and the Employee hereby accepts employment with the Company, upon the terms set forth in this Agreement, for the period commencing on the Effective Date and ending on the third anniversary of the Effective Date (such period, as it may be extended, the "Employment Period"), unless sooner terminated in accordance with the provisions of Section 4. The Employment Period shall be automatically extended at the conclusion of the initial three-year term and each term thereafter for a subsequent three-year term. If the Company provides notice to Employee that the Agreement shall not be so renewed, such event shall be treated as a termination pursuant to Section 4.4 hereof.

2. Title; Capacity. The Employee shall serve as Executive Vice President, Human Resources and in such other position(s) as the President and Chief Executive Officer may determine from time to time. The Employee shall report to the President and Chief Executive officer or his/her designee responsible for the day-to-day operation of the Company. The Employee will have responsibility over the Company92s Human








Resources functions. The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the President, the Company92s Board of Directors (the "Board") or its designee shall from time to time reasonably assign to him. The Employee agrees to devote his entire business time, attention and energies to the business and interests of the Company during the Employment Period. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein that may be adopted from time to time by the Company. Nothing in this Section 2, however, will prevent the Employee from engaging in additional activities in connection with personal investment and community affairs that are not inconsistent with the Company92s policies or the Employee92s duties under this Agreement. Notwithstanding the foregoing, upon approval by the CEO and the Board, which approval shall not be unreasonably withheld, and subject to any conflict of interest policies of the Company and so long as the following does not materially interfere with the performance of the Employee92s duties and obligations hereunder, the Employee may serve on the board of directors (or its equivalent) of up to one (1) for-profit business enterprise.

3. Compensation and Benefits.

3.1 Base Salary . The Company shall pay the Employee, pursuant to the Company92s normal payroll procedures for its employees, an initial annual base salary of $200,000. Such salary, as may be altered from time to time, shall be subject to such increases as may be determined by the Company, in its sole discretion. The salary shall not be subject to decrease except in conjunction with similar salary decreases for all executive officers of the Company.

3.2 Annual Incentive Bonus . The Employee will be eligible for an annual target bonus of 50% of his base salary (the "Annual Target Bonus"), prorated from date

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of hire and based upon the Employee92s reaching individual and Company-related performance milestones to be set forth by the Company in a separate document. In addition, the Employee may be eligible for bonuses in excess of the Annual Target Bonus for his substantially exceeding the milestones set forth, as well as for other extraordinary performance. The setting of the performance milestones, as well as the determination of the amount of these bonuses, if any are earned, shall be determined by the President & Chief Executive Officer and approved by the compensation committee and the Board thereof in the exercise of its discretion.

3.3 Fringe Benefits . The Employee shall be eligible to participate in all bonus and benefit programs that the Company establishes and makes available to its employees, if any, to the extent that the Employee92s position, tenure, salary, age, health and other qualifications make him eligible to participate. You will receive a car allowance of $850.00 per month paid in a manner consistent with our standard payroll practices. The Employee will be eligible for such other perquisites programs as such may be provided for all other executive vice presidents of the Company.

3.4 Vacation Accrual. The Employee will be eligible to accrue up to 3 weeks of vacation during each full calendar year. Such vacation time shall be governed by the Company92s procedures regarding paid time off.

3.5 Reimbursement of Expenses. The Company shall reimburse the Employee for all reasonable and necessary travel, entertainment and other expenses incurred or paid by the Employee in connection with, or related to, the performance of his duties, responsibilities or services under this Agreement. Upon presentation by the Employee of documentation, expense statements, vouchers and/or such other

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supporting information as the Company may request, the employee will be reimbursed by the company for all reasonable expense subject to approval by the President and Chief Executive Officer.

3.6 Stock Options. Subject to approval of the Board and the Employee92s execution of the applicable Company option grant agreement, the Employee shall be granted the option to purchase 75,000 shares of the Company92s Common Stock at a purchase price equal to the fair market value as determined by the Board on the date of grant (anticipated to be $8.18 per share). The stock options shall be governed by the terms and conditions detailed in the Company92s Employee Stock Option Plan and the separate stock option agreement. It is intended that the stock options will vest 20% per year after the date the Employee starts employment. The Employee may be eligible for future stock option grants, as determined by the Board in its sole discretion.

3.7 Relocation. The Company, on a tax neutral grossed up basis shall (a) pay or reimburse all reasonable relocation expenses, including but not limited to, packing, moving, and storage of household goods and up to two personal automobiles(s), relocation related travel, six (6) months of temporary living expenses, commissions paid on the sale of the Employee92s current primary residence, closing costs and fees and (b) pay a relocation bonus of $30,000.00 upon completion of Employee92s relocation, so long as the relocation is reasonably completed no later than one (1) year following the Employee92s first day of employment with the Company.

3.8 Indemnification. During Employee92s employment and for three (3) years thereafter, Employee shall be included in the Company92s directors and officers liability insurance. In addition, Employee shall have all rights to indemnification

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to which Employee is entitled under the Company92s certificate of incorporation and bylaws.

3.9 Change In Control . During Employee92s employment, the Employee shall receive change in control protection and benefits, if any, as such may be provided to all other executive vice presidents of the Company.

3.10 Sign On Bonus. The Company shall pay to the Employee a gross aggregate sign on bonus of $50,000.00, to be earned and payable as follows: (i) $25,000.00 to be earned on the first day of employment and payable in the first regular payroll thereafter; and (ii) $25,000.00 to be earned on the six month anniversary following the first day of employment, if the Employee remains employed at that, and payable in the first regularly scheduled payroll thereafter.

3.11 Individual Rights. The Employee acknowledges that the Company needs flexibility within its compensation and hiring processes. Accordingly, nothing herein shall be deemed to limit the Company92s right and ability to provide individual compensation, rights and benefits to other executive vice presidents or other employees of the Company, which are different from or greater than the compensation, benefits and perquisites provided for hereunder and no additional rights would arise to the Employee in such circumstance.

4. Employment Termination. The employment of the Employee by the Company pursuant to this Agreement shall terminate upon the occurrence of any of the following:

4.1 For Cause by the Company . At the election of the Company, for Cause, immediately upon written notice by the Company to the Employee. For the purposes of this Section 4.1, "Cause" for termination shall be deemed to exist upon a good faith finding by the Company, after the "Cure Period", if applicable, of (a) an intentional act by the Employee which materially injures the Company;

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(b) an intentional refusal or failure by the Employee to follow lawful and reasonable directions of the President & Chief Executive Officer; (c) a willful and habitual neglect of duties by the Employee; (d) a material breach by the Employee of the Company92s policies and procedures or any material breach of the Employee92s obligations hereunder; (e) a conviction of the Employee of a felony involving moral turpitude which is reasonably likely to inflict or has inflicted material injury on the Company; (f) a finding that the Employee has not moved his primary residence to within commuting distance of the Company92s offices in Massachusetts. The "Cure Period" shall be a period of thirty (30) days within which the Employee may attempt to cure a "Cause" that has been identified in writing to him by the Company. The Employee shall only be eligible for the Cure Period in such instance where the Company92s reason for " Cause" is reasonably susceptible to cure within thirty (30) days.

4.2 Death or Disability. Upon the death or disability of the Employee. As used in this Agreement, the term "disability" shall mean the inability of the Employee with reasonable accommodation as may be required by State or Federal law, due to a physical or mental disability, for a period equal to the eligibility waiting period under the Company92s long term disability insurance policy. A determination of disability shall be made by a physician satisfactory to both the Employee and the Company, provided that if the Employee and the Company do not agree on a physician, the Employee and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be binding on all parties;

4.3 Resignation by the Employee. At the election of the Employee, upon not less than thirty (30) days prior written notice of termination; and

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4.4 Without Cause by the Company. At the election of the Company, without Cause, immediately upon written notice by the Company to the Employee.

4.5 Good Reason by the Employee. At the election of the Employee, for "Good Reason", thirty days after written notice has been delivered to the Company by the Employee, detailing the Good Reason, if such Good Reason remains uncured at that time. "Good Reason" means any of the following:

a) The Company92s failure to pay or provide material benefits expressly provided for pursuant to Section 3 of this Agreement;

b) The Company materially adversely altering the title or status of Employee92s position, except that the Company may provide the Employee with reasonable additional duties that are appropriate for an executive of the Company; or

c) The Company requiring the Employee to relocate his principle office (reasonable business travel excluded), without his consent, more than sixty (60) miles from Newton, Massachusetts.

5. Effect of Termination.

5.1 Termination for Cause or at Election of the Employee. In the event the Employee92s employment is terminated for Cause pursuant to Section 4.1, or upon the resignation of the Employee pursuant to Section 4.3, the Company shall pay to the Employee his Accrued Benefits. For purposes of this Agreement, "Accrued Benefits" means (a) the earned but unpaid portion of the Employee92s salary accrued through the date of such termination, (b) the unpaid Annual Incentive Bonus, if any, for prior fiscal years, (c) the unreimbursed expenses incurred to such date pursuant to Section 3.7, (d) the earned but unpaid portion of the signing bonus, if any, pursuant to Section 3.10, (e) any accrued but unused vacation, (f)

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any unreimbursed expenses or unpaid and vested benefits or perquisites through the date of termination, and (g) any benefit continuation and/or conversion rights required by law or the Company92s benefits plans or policies.

5.2 Termination for Death or Disability. If the Employee92s employment is terminated by death or because of disability pursuant to Section 4.2, the Company shall pay to the estate of the Employee or to the Employee, as the case may be, the compen ...