NON-QUALIFIED STOCK
OPTION

AWARD AGREEMENT



        Effective
as of __[Date]__ (“Grant Date”), the Company hereby grants to
_[Employee]_ certain rights to purchase up to: [# of
Shares] total Option Shares for $[Price] per Share
until [6th Anniversary of Grant Date]  (“Expiration
Date”) on the Terms of this Agreement, the attached Program, and the 2004 Sypris
Equity Plan (“Plan”) as follows: 



				
	
	Vesting Dates	# of Options Vesting	Option Prices	Expiration Dates
	 
	[3rd Anniversary]	[30%]	[FMV at grant]	[6th Anniversary]
	 
	[4th Anniversary]	[30%]	[FMV at grant]	[6th Anniversary]
	 
	[5th Anniversary]	[40%]	[FMV at grant]	[6th Anniversary]
	
	




        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:______________________________
 	 












SIX-YEAR STOCK OPTION
TERMS OF AWARDS
OF THE 2004 SYPRIS EQUITY PLAN (“PLAN”) 



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



     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. 



     3.    
          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. 



     4.    
          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.
          Participants may vote, and receive dividends on, any Shares that they own. 



     5.    
          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. 



     6.    
          Expiration Date – Each Option’s “Expiration Date”
          will be the sixth anniversary of its Grant Date. 



     7.    
          Forfeiture – Each Option 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.) 



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



     9.    
          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. 



     10.    
          Definitions – Unless otherwise specified, all capitalized terms
          herein shall have the meanings assigned to them in the Plan or in the Award
          Agreement.