RESTRICTED STOCK AWARD
AGREEMENT



        Effective
as of ___[Date]___ (“Grant Date”), the Company hereby grants to
_____[Employee]____ certain rights to ownership of up to: [# of
Shares] total Restricted Shares on the Terms of this Agreement, the
attached Terms, and the 2004 Sypris Equity Plan (“Plan”) as follows: 


		
	 
	Vesting Dates
 	# of Shares Vesting
 
	
	[3rd Anniversary]
 	[30%]
 
	
	[4th Anniversary]
 	[30%]
 
	
	[5th Anniversary]
 	[40%]
 
	
	




        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 Terms and this Award
Agreement. 





				
	SYPRIS SOLUTIONS, INC.	 	PARTICIPANT	 
	 
 	 
 	 
 	 
 
	By:_____________________________
 	 	Signature:__________________________
 	 
	Name:__________________________
 	 	Name:_____________________________
 	 
	Title:___________________________
 	 	Title:______________________________
 	 

















RESTRICTED STOCK TERMS
OF AWARDS

OF THE 2004 SYPRIS EQUITY PLAN (“PLAN”)



     1.    
          Awards – All “Awards” granted hereunder will be Restricted
          Shares subject to, and governed by, the terms of the Plan, these Terms and a
          valid, executed Award Agreement. 



     2.    
          Shares – Initially, each “Restricted Share” is the right
          to own one Share of the Common Stock (subject to adjustments per the Plan) after
          its Vesting Date, unless earlier forfeited. 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 not
          vote, or receive dividends on, unvested Shares. 



     3.    
          Taxes — The Participant must arrange for tax withholding in
          accordance with applicable Rules, to the satisfaction of the Committee. 



     4.    
          Vesting – Thirty percent of the Award shall vest on each of its
          third and fourth anniversaries of the Grant Date, and forty percent of the Award
          shall vest on the fifth anniversary of the Grant Date (each anniversary, a
          “Vesting Date”), unless forfeited before such Vesting Date. 



     5.    
          Forfeiture – Each Restricted Share will terminate, expire and be
          forfeited as provided in Article V of the Plan. (The Committee has sole
          discretion to determine whether a demotion is a “termination” of
          employment.) 



     6.    
          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 on an
          approved leave of absence as a period of employment for purposes of the accrual
          of rights hereunder. 



     7.    
          No Other Rights – The Awards include no other rights beyond those
          expressly provided in the Plan, these Terms 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. 



     8.    
          Definitions – Unless otherwise specified, all capitalized terms
          herein shall have the meanings assigned to them in the Plan or in the Award
          Agreement.