0000940397-05-000140 Sample Contracts

TWO YEAR RESTRICTED STOCK AWARD AGREEMENT
Two Year Restricted Stock Award Agreement • June 27th, 2005 • Sypris Solutions Inc • Industrial instruments for measurement, display, and control

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 Program, and the 2004 Sypris Equity Plan (“Plan”) as follows:

Sample 1
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Contract
Restricted Stock Award Agreement • June 27th, 2005 • Sypris Solutions Inc • Industrial instruments for measurement, display, and control

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 Program, and the 2004 Sypris Equity Plan (“Plan”) as follows:

Sample 1
LONG-TE RM INCENTIVE AWARD AGREEMENT (NON-QUALIFIED STOCK OPTIONS)
Incentive Award Agreement • June 27th, 2005 • Sypris Solutions Inc • Industrial instruments for measurement, display, and control

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:

Sample 1
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