Exhibit 10.1


    Exhibit
      10.1            


    STANDARD
      TERMS OF AWARDS GRANTED UNDER

    THE
      2007 EXECUTIVE LONG-TERM INCENTIVE PROGRAM

    OF
      THE 2004 SYPRIS EQUITY PLAN

    


    


    
      	1.  	
              Purpose
                of the Program.
                The Company’s Executive Long-Term Incentive Program (“ELTIP”) under the
                2004 Sypris Equity Plan (“Plan”) shall be effective for all Awards
                incorporating these Terms on or after March 1, 2007, to advance the
                Company’s growth and prosperity by providing long-term financial
                incentives to its executives, and to further the Company’s philosophy of
                equity ownership by the Company’s officers in accordance with the
                Company’s Equity Ownership
                Guidelines.

            


    

     

    
      	2.  	
              Awards.
                Each ELTIP Participant will be eligible to receive an annual Award
                of
                Restricted Shares and an annual Award of Performance-Vesting Restricted
                Shares as determined by the
                Committee.

            


    

     

    
      	3.  	
              Restricted
                Shares.
                Each “Restricted Share” is one Share of the Common Stock (subject to
                adjustments per the Plan) which
                is subject to forfeiture before its
                Vesting Date, as
                set forth below.

            


    

     

    
      	3.1.  	
              Restricted
                Share Vesting.
                Unless otherwise determined by the Committee, grants of Restricted
                Shares
                will vest approximately 33% on the third anniversary of its Grant
                Date,
                33% on the fifth anniversary of its Grant Date and 34% on the seventh
                anniversary of its Grant Date (each such anniversary, a “Vesting Date”),
                unless forfeited before such Vesting
                Date.

            


    

     

    
      	3.2.  	
              Performance-Vesting
                Restricted Shares.
                Unless otherwise determined by the Committee, grants of
                Performance-Vesting Restricted Shares will vest 25% on each of the
                first,
                second, third and fourth anniversaries of the Vesting Trigger Date
                as
                defined in the Award (each such anniversary, a “Vesting Date”), unless
                forfeited by the failure to achieve a Vesting Trigger Date before
                the
                third anniversary of the Grant
                Date.

            


    

     

    
      	3.3.  	
              Distribution.
                All Restricted Shares will be held by the Company until their Vesting
                Dates, and physically distributed to the Participant thereafter,
                with any
                legends required by applicable Rules. Participants may vote and receive
                cash dividends on such Restricted Shares, as applicable, after the
                Grant
                Date.

            


    

     

    
      	4.  	
              Annual
                Review.
                The Committee will review the terms and conditions of the ELTIP annually
                in February of each year. The Committee will also review and approve
                of
                the Award to be granted to each Participant for the then current
                year,
                taking into consideration the (i) Participant’s contribution to the
                Company, (ii) results of the most recent national compensation survey
                data, and (iii) Company’s performance with respect to the achievement of
                its long-term strategic goals, including those relating to market
                and
                customer share, geographic expansion, portfolio mix, capital structure
                and
                financial strength, managerial development, capital markets, financial
                variability and risk profile.

            


    

     

    
      	5.  	
              Reduction
                in Job Responsibilities.
                If a Participant’s job responsibilities are reduced in scope or otherwise
                altered, the Participant shall automatically cease to participate
                in the
                ELTIP with respect to future Awards, unless otherwise determined
                by the
                Committee.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	6.  	
              Retirement
                or Disability.
                In the event of any retirement after age 65 or qualification to receive
                long-term disability benefits under the Company’s then current policies,
                such retirement or disability period shall be treated as a period
                of
                employment for purposes of the accrual of rights hereunder, including
                any
                vesting or exercise rights.

            


    

     

    
      	7.  	
              Leaves
                of Absence.
                The Committee may in its discretion treat all or any portion of any
                period
                during which a Participant is on military or other approved leave
                of
                absence as a period of employment for purposes of the accrual of
                rights
                hereunder.

            


    

     

    
      	8.  	
              Other
                Terminations.
                If employment is terminated other than for retirement, death or
                disability, each unvested Option or Restricted Share will be forfeited
                immediately and the Participant will have up to thirty (30) days
                in which
                to exercise any vested Options. In the event of death, all unvested
                Awards
                will be immediately vested, and the Participant’s representative or estate
                shall have one (1) year in which to exercise any
                Options.

            


    

     

    9.  Administration.
      The
      Committee shall have complete authority to administer or interpret the ELTIP
      or
      any Award, to prescribe, amend and rescind rules and regulations relating
      thereto, and to make all other determinations necessary or 

     

    advisable
      for the administration of the ELTIP or any Award Agreements (including to
      establish or amend any rules regarding the ELTIP that are necessary or advisable
      to comply with, or qualify under, any applicable law, listing requirement,
      regulation or policy of any entity, agency, organization, governmental entity,
      or the Company, in the Committee’s sole discretion (“Rule”)). In addition, with
      respect to any future grants or the unvested portion of any Awards, the
      Committee may amend or terminate these Terms or any Awards, in its sole
      discretion without the consent of any employee or beneficiary, subject to
      applicable Rules, at any time and from time-to-time. With respect to any
      amendment, action or approval hereunder, the Committee may require the approval
      of any other persons or entities, pursuant to applicable Rules. The decisions
      of
      the Committee in interpreting and applying the ELTIP will be final.

     

    
      	10.  	
              Miscellaneous.
                Unless otherwise specified, all capitalized terms herein shall have
                the
                meanings assigned to them in the Plan or in the Award
                Agreement.

            


    

     

    
      	10.1.  	
              No
                Other Rights.
                The Awards include no other rights beyond those expressly provided
                in the
                Plan, the ELTIP or the Award Agreement. Awards are non-assignable
                and
                non-transferable except by will or the laws of descent and distribution,
                unless otherwise approved by the
                Committee.

            


    

     

    
      	10.2.  	
              Taxes.
                The Participant must pay in cash, surrender Shares or Options of
                then-equivalent value, or otherwise arrange (to the Committee’s
                satisfaction) for all tax withholding obligations related to any
                Award.

            


    

     

    
      	10.3.  	
              Delegation.
                The Committee may delegate any portion of their responsibilities
                and
                powers to one or more persons selected by them, subject to applicable
                Rules. Such delegation may be revoked by the Committee at any
                time.