Unassociated Document


    Exhibit
10.1

    


    2009 SYPRIS THREE-YEAR BONUS
AGREEMENT

    


    THIS AGREEMENT is effective as
of [date of award], by and between Sypris Solutions, Inc., a Delaware
corporation (together with its subsidiaries, “Company”), and _____________
(“Employee”).

     

    WHEREAS, the Company is experiencing
severe economic conditions in its chosen markets, including historic reductions
in North American heavy vehicle production levels and the related tightening of
global credit markets; and

     

    WHEREAS, the Company believes that
significant strategic opportunities are likely to emerge for the Company as
those markets recover; and

     

    WHEREAS, the Company’s
Compensation Committee (the “Committee”) and Board of Directors (the “Board”)
have determined that a select group of key employees is critical to the
Company’s successful pursuit of such strategic opportunities; and

     

    WHEREAS, the Committee and the
Board have approved this 2009 Sypris Three-Year Bonus Agreement (“Agreement”) in
order to retain such key employees through the expected period of such
recovery.

     

    NOW, THEREFORE, in reliance on
the premises and terms hereof, the parties agree as follows:

     

    1.           Bonus Award.  On
[date of award], the Company will pay the Employee an amount equal to
[______________] (the “Three-Year Bonus”), subject to the following
provisions:

     

    a)         If the Company terminates the
Employee without Cause before [third anniversary of the
grant date], then the Company will pay a pro rata portion of the
Three-Year Bonus within thirty (30) days of such termination date, and this
Agreement will automatically terminate without further notice or obligation by
the Company.

     

    b)         If the Company terminates the
Employee with Cause before [third anniversary of the
grant date],    then this Agreement will
automatically terminate without further notice or obligation by the
Company.

     

    c)         If the Employee terminates
employment, for any
reason, before [third
anniversary of the grant date], then this Agreement will automatically
terminate without further notice or obligation by the Company.

     

    d)         All or any portion of the Three-Year
Bonus may be paid in common stock (valued at its closing price on [1 day
prior to third anniversary of the grant date], or any earlier termination date),
at the sole election of the Committee.

     

    2.           Definition of
Cause.  “Cause” means the Employee’s: (i) fraud, gross
negligence, willful misconduct or failure to perform essential job duties, which
causes material harm to the Business, and which remains uncured for thirty (30)
days after receipt of detailed written request for cure, (ii) conviction of any
felony or any other crime of moral turpitude, (iii) inability or unwillingness
to perform his or her duties for a continuous period of thirty (30) days after
receipt of the Company’s written notice thereof, and (iv) death or
disability.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.           Assignment.  This
Agreement will be binding upon, and will be for the benefit of the Company and
the Employee, as well as their respective heirs, personal representatives,
successors and assigns.

     

    4.           Notices.  Any notice
to a party required hereunder may be hand delivered, electronically transmitted
by facsimile or e-mail, or sent by registered or certified mail.

     

    5.           Applicable Law;
Disputes.  This Agreement will be governed by the internal laws
of the Commonwealth of Kentucky.  Any dispute arising under this
Agreement will be resolved by arbitration in Louisville, Kentucky, in accordance
with the commercial arbitration rules of the American Arbitration
Association.  The arbitration award will be final and binding upon the
parties, and judgment upon the award may be entered in any court having
jurisdiction. In the event the Employee incurs legal fees and other expenses to
enforce any rights or benefits in connection with this Agreement and is
successful in enforcing such rights or benefits, the Employee will be entitled
to any reasonable legal fees and expenses.  Otherwise, each party will
pay its own legal fees and expenses associated with any dispute.

     

    6.           Amendment;
Waiver.  This Agreement, together with any other written
agreements duly executed by an officer of the Company and the Employee, is the
entire agreement between the parties with respect to the subject matter hereof
and may only be amended, modified or terminated by a written instrument signed
by the parties hereto, which makes specific reference to this
Agreement.  No waiver of either party’s rights will be implied from
any forbearance or communication except a written waiver, expressly designated
as such by the waiving party.

     

    IN WITNESS WHEREOF, the
parties have caused this Agreement to be duly executed effective as of the date
first set forth above.

    


    
      
        	
                SYPRIS
      SOLUTIONS, INC.

              	 
      	
                EMPLOYEE

              
	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                  

              	 
      	
                Signed:

              	
                  

              
	 
      	 
      	 
      	 
      	 
      
	
                Name:

              	
                  

              	 
      	
                Name:

              	
                  

              
	 
      	 
      	 
      	 
      	 
      
	
                Date:

              	
                  

              	 
      	
                Date:

              	
                  

              


      

    


    
      
         


      

      
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