Exhibit
10.1

    


    

    


    Non-Qualified
Stock Options

    


    Effective
as of [date of award]
(“Grant Date”), the Company hereby grants to [participant] certain rights
to purchase up to: [number of
options] total Option Shares for $x.xx per Share until [date of expiration]
(“Expiration Date”) on the Terms of this Agreement, the attached Program, and
the 2004 Sypris Equity Plan (“Plan”) as follows:

    


    
      
        
          
            	
                    Vesting Date

                  	 
      	
                    # of Options

                    Vesting

                  	 
      	
                    Option Prices

                  	 
      	
                    Expiration Dates

                  
	
                    [third
      anniversary of grant date]

                  	 
      	
                    [100%
      of award]

                  	 
      	
                    [closing
      price on grant date]

                  	 
      	
                    [Fifth
      Anniversary of grant
      date]

                  


          

        

      

    

    


    Restricted
Stock

    


    Effective
as of [date of
award] (“Grant Date”), the
Company hereby grants to [participant]
certain rights to ownership of up to: [number of shares] 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

              
	
                [third
      anniversary of grant date]

              	 
      	
                [100%
      of award]

              


      

    

    


    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:

              	
                  

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      

    

    


    
      	
              1.

            	
              Purpose
      of the Program.  The
      Company’s Executive Long-Term Incentive Program (“ELTIP”) under the 2004
      Sypris Equity Plan (“Plan”) shall be effective for all Awards
      incorporating these Terms on or after February 25, 2009, to advance the
      Company’s growth and prosperity by providing long-term financial
      incentives to its executives, and to further the Company’s philosophy of
      equity ownership by the Company’s officers in accordance with the
      Company’s Equity Ownership Guidelines.
[

            


    

     

    
      	
              2.

            	
              [Options.  Initially,
      each “Option” is the right to purchase one Option Share at the Option
      Price, from its Vesting Date until its Expiration Date or forfeiture
      (subject to adjustments per the Plan).  Options must be exercised
      with 48 hours advance written notice, unless waived by the
      Company.]

            


    

     

    
      	
               
      

            	
              2.1.

            	
              [Option
      Price.  “Option Price” means the closing price per Option
      Share on the Grant Date.  The Option Price is payable to the
      Company in cash or any other method of payment authorized by the Committee
      in its discretion, which may include Stock (valued as the closing price
      per Share on the exercise date) or vested Options (valued as the closing
      price per Share on the exercise date, less the Option Price), in each case
      in accordance with applicable Rules.  Similarly, the Participant
      must arrange for tax withholding in accordance with applicable Rules, to
      the satisfaction of the Committee.]

            


    

     

    
      	
               
      

            	
              2.2.

            	
              [Option
      Shares.  Initially, each “Option Share” is one Share of
      the Common Stock (subject to adjustments per the Plan).  Option
      Shares may be certificated upon request, with any legends required by
      applicable Rules.]

            


    

     

    
      	
               
      

            	
              2.3.

            	
              [Option
      Vesting.  Unless otherwise determined by the Committee,
      Option Awards will vest 100% on the third anniversary of its Grant Date
      (“Vesting Date”), unless forfeited before such Vesting
    Date.]

            


    

     

    
      	
               
      

            	
              2.4.

            	
              [Expiration
      Date.  Each Option's "Expiration Date" will be the fifth
      anniversary of its Grant Date.]

            


    

     

    
      	
              3.

            	
              Annual
      Review.  The Committee will review the terms and conditions of
      the ELTIP annually in February of each year.  The Committee will
      also review and approve of the Award to be granted to each Participant for
      the then current year, taking into consideration the (i) Participant’s
      contribution to the Company, (ii) results of the most recent national
      compensation survey data, and (iii) Company’s performance with respect to
      the achievement of its long-term strategic goals, including those
      relating to market and customer share, geographic expansion, portfolio
      mix, capital structure and financial strength, managerial development,
      capital markets, financial variability and risk
  profile.

            


    

    


    
      	
              4.

            	
              [Awards.  Each ELTIP
      Participant will be eligible to receive an annual Award of Restricted
      Shares as determined by the
Committee.]

            


    


    
      
         


      

      
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              5.

            	
              [Restricted
      Shares.  Each
      “Restricted Share” is one Share of the Common Stock (subject to
      adjustments per the Plan) which is subject to forfeiture before its
      Vesting Date, as set forth below.]

            


    

     

    
      	
               
      

            	
              5.1.

            	
              [Restricted Share
      Vesting.  Unless otherwise determined by the Committee,
      grants of Restricted Shares will vest as follows: 100% of each Award on
      the third anniversary of its Grant Date (each such anniversary, a “Vesting
      Date”) as provided in the applicable Award Agreement, unless forfeited
      before such Vesting Date.]

            


    

     

    
      	
               
      

            	
              5.2.

            	
              [Distribution.  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.]

            


    

     

    
      	
              6.

            	
              Reduction
      in Job Responsibilities.  If a Participant’s job
      responsibilities are reduced in scope or otherwise altered, the
      Participant shall automatically cease to participate in the ELTIP
      with respect to future Awards, unless otherwise determined by the
      Committee.

            


    

     

    
      	
              7.

            	
              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.

            


    

     

    
      	
              8.

            	
              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.

            


    

     

    
      	
              9.

            	
              Other
      Terminations.  If employment is terminated other than for
      retirement, death or disability, each unvested Option 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.

            


    

     

    
      	
              10.

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

            


    


    
      
         


      

      
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              11.

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

            


    

     

    
      	
               
      

            	
              11.1.

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

            


    

     

    
      	
               
      

            	
              11.2.

            	
              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 related to any
      Award.

            


    

     

    
      	
               
      

            	
              11.3.

            	
              Delegation.
       The Committee may delegate any portion of their responsibilities and
      powers to one or more persons selected by them, subject to applicable
      Rules.  Such delegation may be revoked by the Committee at any
      time.

            


    


    
      
         


      

      
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