EX-10.1



 Exhibit 10.1 
 SYPRIS SOLUTIONS, INC. 
 INCENTIVE BONUS PLAN 

2012 FISCAL YEAR 
  

	1.	ESTABLISHMENT OF PLAN. 


Sypris Solutions, Inc., a Delaware corporation (the “Company”), established this corporate bonus plan effective as of
January 1, 2012 (the “Plan”), to provide a financial incentive for employees of the Company and its subsidiaries to advance the growth and prosperity of the Company. 

 

	2.	ELIGIBILITY. 

 Employees of the Company and its subsidiaries 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.	PARTICIPANT’S BONUS TARGET. 


The bonus target for each participant will be established and approved by the Compensation Committee. This bonus target will be converted
to a percentage of the Bonus Pool (the “Bonus Pool Interest”). Each participant will be provided with a copy of this Plan, which will include an exhibit that lists the participant’s full name, salary, Bonus Pool Interest and bonus
target based upon the approved Annual Operating Plan for the year 2012, and his or her objectives for the current year. 
  

	4.	BONUS POOL. 

 The Bonus Pool will be funded with 8.75% of the sum of the year-over-year change in each of the Company’s consolidated (i) Profit Before Tax (PBT) and (ii) Free Cash Flow (FCF), as reported
in the Company’s audited annual financial statements), excluding the effects of certain asset sales or other nonrecurring revenues. In the event the change in comparable period performance is negative for either Profit Before Tax or Free Cash
Flow, the result will serve to reduce the amount of funding in the Bonus Pool. 
  

	5.	BONUS AWARD. 

 Each qualified participant will be eligible for a Bonus Award that is equal to their Bonus Pool Interest of the bonus pool, subject to the provisions of Sections 8.1, 8.2, 8.3 and the following:

 5.1 Management Objectives. Each participant will have Management Objectives for the Plan year, each of which will be
specific with regard to (i) the expected outcome, (ii) the date or dates by which the objective must be achieved and a weighting, the total of which for all objectives will be equal to one hundred percent (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. 
 5.2 Discretionary Review. The chief executive officer of the Company will have the discretion to increase
or decrease the actual amount of the awards to be 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. 







 5.3 Approval of the Compensation Committee. The Bonus Award for each participant will
be subject to the review of and approval by the Compensation Committee. 
 5.4 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 RECEIVE PAYMENT OF AN AWARD UNLESS THE PLAN IS IN EFFECT AND THE EMPLOYEE IS EMPLOYED BY THE COMPANY AS OF THE DATE
OF PAYMENT.  
 5.5 Caps and Limitations. There will be a cap of $2.0 million on the Bonus Pool, while the
determination of the year-over-year change in Profit Before Tax and Free Cash Flow shall exclude nonrecurring revenue and funds derived from the divestiture of Company assets. 

 

	6.	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. 
  

	7.	ADMINISTRATION 

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

 

	8.	MISCELLANEOUS 

 8.1 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 either to be retained in the employ of the Company or to interfere with the right of the Company to discharge any employee at any time. 
 8.2 Acquisitions and Divestitures. The variables to be used in the calculation of PBT and FCF will be prorated for any acquisition and/or divestiture to reflect the timing of such event or events
during the current Plan year at the time of such acquisition or divestiture. 
 8.3 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. 

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

8.5 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. 

  
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 8.6 Confidentiality. Unless otherwise authorized law or court order, the Participant
agrees to keep the terms and conditions of this Plan confidential and not to disclose to any party, person or entity any of the terms of this Plan. 
 IN WITNESS WHEREOF, the parties have executed this agreement as of the dates written below. 
  

							
	SYPRIS SOLUTIONS, INC.	 		 		 	PARTICIPANT
				
	 /s/ Jeffrey T. Gill
	 		 		 	 [Participant Name]

	Jeffrey T. Gill	 		 		 	
	President and CEO	 		 		 	
				
	  
	 		 		 	  

	Date	 		 		 	Date


  
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 2012 Bonus Plan Exhibit 

 

			
	NAME	  	[Name]
	TITLE	  	[Title]
	ORGANIZATION	  	[Organization]
	BASE SALARY	  	[$X.XX]
	BONUS INTEREST    	  	[$X.XX]

 BONUS POOL VARIABLES 
 The calculated change in Profit Before Tax and Free Cash Flow between 2011 and 2012 

Organizational performance against their established financial objectives 
 Participants performance toward the acheivement of assigned objectives 
  

																					
	 Consolidated
 Performance
	  	2011
Performance	 	 	2012
Performance	 	 	Calculated
Change from
2011 to 2012	 	 	Bonus Pool
Percentage of
Delta	 	 	Bonus Pool	 
	 Profit Before Tax
	  	[$	X.XX	] 	 	[$	X.XX	] 	 	[$	X.XX	] 	 	 	[X.XX	%] 	 	[$	X.XX	] 
	 Free Cash Flow
	  	[$	X.XX	] 	 	[$	X.XX	] 	 	[$	X.XX	] 	 	 	[X.XX	%] 	 	[$	X.XX	] 
		  				 				 				 				 	  
	  
	 
	 Bonus Pool
	  	[$	X.XX	] 	 	[$	X.XX	] 	 	[$	X.XX	] 	 	 	[X.XX	%] 	 	[$	X.XX	] 
						
	 Bonus Pool Interest
	  	[$	X.XX	] 	 	[$	X.XX	] 	 	[$	X.XX	] 	 	 	[X.XX	%] 	 	[$	X.XX	] 

  

													
	 Individual
 Performance
	  	Weighting	 	 	% of
Objective
Achieved	 	 	Impact	 
	 Objective 1 - TBD
	  	[$	X.XX	] 	 	 	[X.XX	%] 	 	 	[X.XX	%] 
	 Objective 2 - TBD
	  	[$	X.XX	] 	 	 	[X.XX	%] 	 	 	[X.XX	%] 
	 Objective 3 - TBD
	  	[$	X.XX	] 	 	 	[X.XX	%] 	 	 	[X.XX	%] 
	 Objective 4 - TBD
	  	[$	X.XX	] 	 	 	[X.XX	%] 	 	 	[X.XX	%] 
	 Objective 5 - TBD
	  	[$	X.XX	] 	 	 	[X.XX	%] 	 	 	[X.XX	%] 
	 Total
	  	 	100	% 	 				 	 	[X.XX	%] 
				
	 Calculated Bonus
	  				 				 	[$	X.XX	] 

 ADDITIONAL CONSIDERATIONS 
 The plan document refers to a plan cap on the bonus pool of $2,000,000. This does not prevent additional bonus dollars from being awarded to the individual if it is deemed to be appropriate. 

Employee must be employed on the date of the scheduled payment to receive a bonus.