0001437749-16-042269 Sample Contracts

Restricted Stock
Restricted Stock Agreement • November 16th, 2016 • Sypris Solutions Inc • Industrial instruments for measurement, display, and control

Effective as of [date of the award] (“Grant Date”) contingent on your continued employment as of that date, the Company hereby grants to [participant] certain rights to ownership of up to: [number of shares] Restricted Shares on the terms of this Award Agreement (the “Terms”), the attached Program, and the 2015 Sypris Omnibus Plan (“Plan”) as follows:

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 16th, 2016 • Sypris Solutions Inc • Industrial instruments for measurement, display, and control • Delaware

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made as of the 16th day of August 2016, between and among Analog Devices, Inc., a Massachusetts corporation (“Purchaser”), and Sypris Electronics, LLC, a Delaware limited liability company (“Seller”). Seller and Purchaser may be referred to herein individually as a “Party” and collectively as the “Parties”. Sypris Solutions, Inc., a Delaware corporation (“Parent”), joins this Agreement solely for purposes of being bound by Section 8.5 and Article 9.

Restricted Stock
Restricted Stock Agreement • November 16th, 2016 • Sypris Solutions Inc • Industrial instruments for measurement, display, and control

Effective as of [Date] (the “Grant Date”) contingent on your continued service as of that date, the Company hereby grants to [Director Name] certain rights to ownership of up to: [# of shares granted] Restricted Shares on the terms of this Award Agreement (the “Terms”), the attached Program, and the 2015 Sypris Omnibus Plan (as amended from time to time, the “Plan”) as follows:

Restricted Stock
Restricted Stock Agreement • November 16th, 2016 • Sypris Solutions Inc • Industrial instruments for measurement, display, and control

Effective as of __[Date]__ (the “Grant Date”) contingent on your continued employment as of that date, the Company hereby grants to _[Employee Name] certain rights to ownership of up to: [# of shares] Restricted Shares on the terms of this Award Agreement (the “Terms”), the attached Program, and the 2015 Sypris Omnibus Plan (as amended from time to time, the “Plan”) as follows:

Non-Qualified Stock Options
Non-Qualified Stock Options • November 16th, 2016 • Sypris Solutions Inc • Industrial instruments for measurement, display, and control

Effective as of [Date ] (“Grant Date”), the Company hereby grants to [Participant Name] certain rights to purchase up to: [Number of Shares] total Shares for $ [Price] per Share until [5th Anniversary of Grant Date] (“Expiration Date”) on the Terms of this Agreement, the attached Program, and the 2015 Sypris Omnibus Plan (“Plan”) as follows:

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