Directors Compensation Program adopted on September 1, 1995 Amended and Restated



 Exhibit 10.17 
 

 
 ADOPTED ON SEPTEMBER 1, 1995 
 AMENDED AND RESTATED ON DECEMBER 17, 2008 
 Description of the Program 

 Name. The name of this benefit program shall be the “Directors Compensation Program.” 
 Purpose. The purpose of the Directors Compensation Program is to enable Sypris Solutions, Inc. (the “Company”) to attract, retain
and motivate experienced directors by providing compensation that is competitive with compensation offered to directors of other similarly-situated public corporations in the United States. 
 Eligibility and Participation. Only “Eligible Directors,” defined as those members of the Board of Directors of the Company (the
“Board”) who are not otherwise employed by the Company, its subsidiaries or any affiliate of the Company in any other capacity, are eligible to participate in the Directors Compensation Program. Any Eligible Director on the Board as of
January 1, 2007 (the “Effective Date”) and thereafter shall be eligible for compensation under the Directors Compensation Program. 
 Compensation. Eligible Directors shall be compensated as set forth below: 
  

	 	(a)	Annual Retainer. 

 (i) Amount. Each Eligible
Director shall receive an annual retainer in the amount set forth on Exhibit 1 hereto (the “Annual Retainer”). In the event that an Eligible Director is initially elected to the Board at a time other than the date of the Company’s
annual stockholders’ meeting, he or she shall receive a prorated Annual Retainer (the “Prorated Annual Retainer”) (together with The Annual Retainer, the “Fees”) the amount of which is to be determined by multiplying the
Annual Retainer by a fraction, the numerator of which shall be the number of full months which have elapsed since the date of the Director’s initial election to the Board and the next annual stockholders’ meeting and the denominator of
which shall be 12. 
 (ii) Payment. The Annual Retainer or the Prorated Annual Retainer, as applicable, shall be earned by the
Eligible Directors and paid by the Company in equal quarterly installments for each Eligible Director. The quarterly installments of the Annual Retainer or Prorated Annual Retainer shall be payable, in arrears by checks issued to each Eligible
Director no later than the 15th calendar day following the end of each of the Company’s fiscal quarters during which the respective Eligible Director served on the Board. 
 Expense Reimbursement. Each Eligible Director shall be reimbursed for travel and other expenses incurred in the performance of his or her
duties. 
  

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 Administration. The Directors Compensation Program is administered by the Compensation
Committee of the Board. The Committee members are selected by the Board and have no specific term of office. 
 Resignation from the
Board of Directors. The resignation of any Eligible Director shall cause such director to be ineligible to receive any amount of the Fee installments not yet earned by him or her as of the date of resignation. 
 Program Termination or Modification. The Compensation Committee shall review the Directors Compensation Program on at least an annual basis
and may make changes, alterations or modifications to the program which are deemed to be in the Company’s best interest. Any change, alteration or modification shall be made by a written instrument consented to by the Board. The Board may
similarly terminate the Directors Compensation Program at any time if, in the judgment of the Board, such termination is in the Company’s best interest. 
 IN WITNESS WHEREOF, the Company has caused this Directors Compensation Program to be executed in its name and on its behalf on December 17, 2008. 
  

			
	SYPRIS SOLUTIONS, INC.
		
	 By:
	 	  

		 	Jeffrey T. Gill
		 	President and CEO


  

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