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                                                                   Exhibit 10.2

                              SYPRIS SOLUTIONS INC.
                              EXECUTIVE BONUS PLAN
                                2003 FISCAL YEAR


1.   Establishment of Plan.

     Sypris Solutions Inc., a Delaware corporation (the "Company"), established
this executive bonus plan effective as of January 1, 2003 (the "Plan"), to
provide a financial incentive for employees of the Company to advance the growth
and prosperity of the Company.

2.   Eligibility.

     Officers of the Company who are specifically designated by the Compensation
Committee of the Board of Directors of the Company (the "Compensation
Committee") for participation during the current year shall be eligible to
participate in the Plan.

3.   Bonus Potential.

     The bonus potential for each participant will be established and approved
by the Compensation Committee at the beginning of each Plan year. Each
participant will be provided with a copy of this Plan, which will include an
exhibit that lists the participant's full name, salary, effective date, cash
bonus potential, stock option bonus potential, the Company's (and the
subsidiary's, in the case of a subsidiary president) financial plan benchmarks
and management objectives for the current year.

     The base Plan for 2003 will consist of two components, with 70% of the
participant's bonus potential tied to the achievement of specific profit targets
and the remaining 30% tied to the achievement of specific revenue targets. These
targets will be established for each of the four quarters of the Plan year.

     In order for a participant to earn a bonus for any given quarter, the
profit target must be achieved. Should the profit target and/or revenue target
fail to be achieved during a quarter, the participant will still have the
opportunity to earn the bonus associated with that quarter based upon the future
achievement of the respective profit and revenue targets, as the case may be, on
a year-to-date basis. Once a bonus component has been earned, it will remain
available for future payment regardless of any subsequent shortfall in financial
performance.

     In addition to the base Plan, there will also be a full year bonus that is
specifically designed to reward those participants who achieve the profit and
revenue targets for the full Plan year. The full year bonus will increase the
amount a participant would otherwise qualify to receive by an additional 25%.
The key targets for the 2003 Plan are as follows:

     (a) Profit Target Bonus. Objectives will be established for profit before
bonus and tax for each quarter of the Plan year (the "Profit Targets"). The
achievement of the Profit Target for a specific quarter, or on a year-to-date
basis, must be achieved in order for a participant to qualify for the
corresponding bonus award. The bonus potential will consist of cash and stock
options.

     (b) Revenue Target Bonus. Objectives will be established for revenue for
each quarter of the Plan year (the "Revenue Targets"). The achievement of the
Revenue Target for a specific quarter, or on a year-to-date basis, must be
accompanied by the achievement of the companion Profit Target in order for a
participant to qualify for the bonus associated with the achievement of the
Revenue Target. The bonus potential will consist of cash and stock options.

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     (c) Full Year Target Bonus. Should the Profit Targets and Revenue Targets
be achieved for the full Plan year, the participant will qualify for the Full
Year Target bonus. The bonus potential will consist of cash and stock options.

     Participants who serve in the capacity of president of a Company subsidiary
will derive 20% of their bonus potential from the performance of the Company and
80% of their bonus potential from the performance of the individual subsidiary
for which they are responsible. All final bonus payments will be subject to the
provisions of Section 4, including the participant's performance to objectives,
which could result in bonus payments that are less than the potential amounts
listed on Exhibit A.

4.   Bonus Award.

     Each eligible participant will be entitled to an amount equal to the sum of
the cash award components and the sum of the shares represented by the stock
option award components that have been activated during the Plan year, subject
to the provisions of Sections 7(a), 7(b) and the following:

     (a) Management Objectives. Each participant will have up to five Management
Objectives for the Plan year, each of which will be specific with regard to (i)
the expected outcome, (ii) the expected financial impact on the Company and
(iii) the date or dates by which the objective must be achieved. Each objective
will receive a weighting, the total of which for all objectives will be equal to
100%. The chief executive officer of the Company will have the responsibility to
review and determine each participant's performance to objectives and to assign
each individual a percentage that will be used as a factor to determine the
actual amount of the awards to be distributed.

     (b) Discretionary Review. The chief executive officer of the Company will
have the discretion to increase the actual amount of the awards to be
distributed by up to 20% of the participant's Bonus Potential, based upon the
individual's specific performance and contribution to the Company. Such
discretion will be used sparingly and will generally be limited to the
recognition of extenuating circumstances and/or exceptional accomplishments that
may or may not have been captured by the Management Objectives.

     (c) Approval of the Compensation Committee. The Bonus Award for each
participant will be subject to the review of and approval by the Compensation
Committee. As a matter of policy, the Compensation Committee will not approve
the award of any bonus that would otherwise lead or contribute to an operating
loss as reported on the consolidated financial statements of Sypris Solutions
Inc.

     (d) Qualification. Awards will be payable to each eligible participant as
soon as administratively practicable after release of the audited annual
financial statements of the Company and the approval of the Compensation
Committee; provided, however, that the Plan shall be in effect as of the date of
payment and such employee shall be employed by the Company as of the date of
payment. NO EMPLOYEE SHALL HAVE ANY RIGHT TO PAYMENT OF AN AWARD UNLESS THE PLAN
IS IN EFFECT AND THE EMPLOYEE IS EMPLOYED BY THE COMPANY AS OF THE DATE OF
PAYMENT.

5.   Method of Distribution.

     Cash awards shall be payable by check in lump sum. All such payments will
be subject to withholding for income, social security or other such payroll
taxes as may be appropriate. Stock option grants will be granted under and
subject to the Sypris Solutions Inc. 1994 Stock Option Plan for Key Employees
and will contain an option price that will be equal to the closing price of the
common stock on the over-the-counter market, as reported by the Nasdaq Stock
Market, on the date of grant.


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6.   Administration.

     The Compensation Committee shall administer this Plan. The decisions of the
Compensation Committee in interpreting and applying the Plan shall be final.

7.   Miscellaneous.

     (a) Employment Rights. The adoption and maintenance of this Plan is not an
employment agreement between the Company and any employee. Nothing herein
contained shall be deemed to give any employee the right to be retained in the
employ of the Company nor to interfere with the right of the Company to
discharge any employee at any time.

     (b) Acquisitions and Divestitures. The Profit Targets and Revenue Targets
will be adjusted to reflect the expected impact of any acquisitions and/or
divestitures that are completed during the current Plan year at the time of such
acquisition or divestiture.

     (c) Amendment and Termination. The Company may, without the consent of any
employee or beneficiary, amend or terminate the Plan at any time and from
time-to-time.

     (d) Governing Law. This Plan shall be governed by and construed in
accordance with the laws of the State of Delaware.

     (e) Construction. The headings and subheadings of this Plan have been
inserted for convenience for reference only and are to be ignored in any
construction of the provisions hereof. The masculine shall be deemed to include
the feminine, the singular shall include the plural, and the plural shall
include the singular unless the context otherwise requires. The invalidity or
unenforceability of any provision hereunder shall not affect the validity or
enforceability of the balance hereof. This Plan represents the entire
undertaking by the Company concerning its subject matter and supersedes all
prior undertakings with respect thereto. No provision hereof may be waived or
discharged except by a written document approved by the Compensation Committee
and signed by a duly authorized representative of the Company.

     The parties indicate their acknowledgement of the terms and conditions this
Plan as of the date first written above.

         SYPRIS SOLUTIONS INC.                   PARTICIPANT


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         Robert E. Gill
         Chairman


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         Henry F. Frigon
         Chairman
         Compensation Committee


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         Jeffrey T. Gill
         President and CEO


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