Form of Restricted Stock Award Agreement


    EXHIBIT
      10.1

    


    


    Restricted
      Stock Executive Award

    


    


    


    Effective
      as of January
      12, 2007 (“Grant
      Date”), the Company hereby grants to [Participant]
      certain
      rights to ownership of up to: [#
      shares]
      total
      Restricted Shares on the Terms of this Agreement, the attached Program, and
      the
      2004 Sypris Equity Plan (“Plan”) as follows:

    


    


    
      	
              Vesting
                Dates

            	
              #
                of Shares Vesting 

            
	
              January
                12, 2011

            	
              [#
                shares]

            


    

    


    


    


    Intending
      to be legally bound by all such Terms, I acknowledge the sole authority of
      the
      Committee to interpret such Terms, the forfeiture of my rights upon any
      termination of my employment under such Terms and my continuing status as an
“at
      will” employee (subject to termination without cause or notice). I have received
      and had an opportunity to review, with the benefit of any legal counsel of
      my
      choosing, the Plan, the Program and this Award Agreement.

    


    


    


    SYPRIS
      SOLUTIONS, INC.                      PARTICIPANT

    


    


    


    


    By:                                             Signature:       
         

    
Name:                                    Name:  
        

     

    Title:                                    Title:                                     
                
          

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    STANDARD
      TERMS OF AWARDS GRANTED UNDER

    THE
      2007 SPECIAL INCENTIVE EXECUTIVE
      AWARD PROGRAM

    OF
      THE 2004 SYPRIS EQUITY PLAN (FOR [executive officer]
      PARTICIPANTS)

    


    1.  Purpose
      of the Program.
      The
      Company’s 2007 Special Incentive Executive Award Program (the “Program”) under
      the 2004 Sypris Equity Plan (“Plan”) shall be effective for all Awards
      incorporating these Terms, to advance the Company’s growth and prosperity by
      providing long-term financial incentives to its executives and certain other
      key
      employees, and to further the Company’s philosophy of equity ownership and
      incentives.

     

    2.  Restricted
      Shares.
      Each
“Restricted Share” is one Share
      of
      the Common Stock (subject to adjustments per the Plan) which is subject to
      forfeiture as provided herein. Unless otherwise determined by the Committee,
      grants of Restricted Shares will vest 100% on the fourth anniversary of its
      Grant Date (the “Vesting Date”), unless forfeited before such Vesting Date. 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.

     

    3.  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.

     

    4.  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.

     

    5.  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.

     

    6.  Administration.
      The
      Committee shall have complete authority to administer or interpret the Program
      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 Program or any Award Agreements (including to establish
      or
      amend any rules regarding the Program 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 Program will be final.

     

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

     

    7.1.  No
      Other Rights.
      The
      Awards include no other rights beyond those expressly provided in the Plan,
      the
      Program 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.

     

    7.2.  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.

     

    7.3.  Delegation.
      The
      Committee may delegate any portion of their responsibilities and powers to
      one
      or more persons selected by them, subject to applicable Rules and revocation
      at
      any time. 

     

     

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