Exhibit
10.2

    


    EXECUTIVE
LONG-TERM INCENTIVE PROGRAM

    2010
EMPLOYMENT AGREEMENT

    


    THIS AGREEMENT, is effective
as of [date of agreement], by and between Sypris Solutions, Inc., a Delaware
corporation (“Company”), and [participant name] (“Employee”).

    


    WHEREAS, the Company desires
to recognize the Employee’s leadership and contribution to the long-term success
of the Company and therefore is pleased to designate the Employee as a
participant in the Company’s Executive Long-Term Incentive Program (“ELTIP”) for
2010 the benefits of which include a contract of employment through March 2,
2011.

    


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

    


    1.           Termination
Benefits.  If, during the term of this Agreement, the
Employee’s employment is terminated by the Company (or applicable subsidiary)
without Cause, then:

    


    (a)    
Salary.  The
Employee will continue to receive 100% of his or her current salary (subject to
withholding of all applicable taxes) for a period of twelve (12) months
following the date of such termination (the “Transition Period”) in the same
frequency as it was being paid prior to termination; provided, however, that
should the Employee become employed by another entity prior to the expiration of
the Transition Period, the Employee will receive 30% of such current salary from
the date of such new employment through the remaining term of the Transition
Period.  The Employee’s “current salary” will be the highest rate in
effect during the six-month period prior to the Employee’s
termination.

    


    (b)      Equity
Compensation.  As of any such termination date (without Cause),
all of the Employee’s outstanding restricted stock and stock options will become
100% vested and remain exercisable until the expiration dates otherwise in
effect had the Employee remained employed by the Company.

    


    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 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 days after
receipt of the Company’s written notice thereof, and (iv) death or
disability.

    


    3.           Confidentiality and
Non-Compete.  The Employee agrees not to disclose or to use in
any way harmful to the Company, any of the Company’s information (including the
existence or terms of this Agreement) which has not been made public by the
Company, including without limitation, any customer, supplier, technical,
marketing or financial information.  The Employee will not engage
within North America directly or indirectly in competition with any of the
Company’s business activities from the date of this Agreement through the
Transition Period.  If the scope of this provision is deemed
overbroad, the parties agree that it shall be construed to apply to the greatest
extent legally permissible. If the Employee breaches this Section 3, the
Company’s obligation to provide any of the termination benefits described in
Section 1 (whether salary continuation payments, equity benefits or otherwise)
shall cease immediately and the Company shall be entitled to recover any such
benefits previously received by the Employee.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    Exhibit
10.2

    


    4.           Non-Solicitation.  In
consideration of the benefits provided herein, the Employee covenants that
during the Transition Period, the Employee will not, either directly or
indirectly, (a) divert or attempt to divert or solicit any prospective or
existing customer of the Company to any competitor by direct or indirect
inducement or otherwise; or (b) directly or indirectly employ or seek to employ
either as an employee, agent, independent contractor or the like any person who
is employed by the Company on the Employee’s last date of employment with the
Company, or was employed by the Company at any time within one year prior to the
Employee’s last date of employment with the Company, nor directly or indirectly
induce or solicit such person to leave his or her employment with the Company.
If the Employee breaches this Section 4, the Company’s obligation to provide any
of the termination benefits described in Section 1 (whether salary continuation
payments, equity benefits or otherwise) shall cease immediately and the Company
shall be entitled to recover any such benefits previously received by the
Employee.

    


    5.           Term.   This
Agreement will be deemed to commence upon the expiration of any current
employment agreement with Employee and will expire on March 2, 2011, unless
earlier terminated by either party by written notice to the other, and this
Agreement will not be renewed or extended except by the execution of a separate
written agreement.

    


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

    


    7.           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.

    


    
      	
               
      

            	
              If
      to Employee:

            	
              [participant
      name]

            


    

    
      	
               
      

            	
              [participant
      address]

            


    

     

    
      	
               
      

            	
              If
      to Company:

            	
              Attn:
      General Counsel

            


    

    
      	
               
      

            	
              Sypris
      Solutions, Inc.

            


    

    
      	
               
      

            	
              101
      Bullitt Lane, Suite 450

            


    

    
      	
               
      

            	
              Louisville,
      KY 40222

            


    

    


    8.           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.

    


    9.           Amendment;
Waiver.  This Agreement 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.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    Exhibit
10.2


    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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