2009 SYPRIS THREE-YEAR BONUS AGREEMENT

THIS AGREEMENT is effective as of [date of award], by and between Sypris Solutions, Inc., a Delaware corporation (together with its subsidiaries, “Company”), and _____________ (“Employee”).

WHEREAS, the Company is experiencing severe economic conditions in its chosen markets, including historic reductions in North American heavy vehicle production levels and the related tightening of global credit markets; and

WHEREAS, the Company believes that significant strategic opportunities are likely to emerge for the Company as those markets recover; and

WHEREAS, the Company’s Compensation Committee (the “Committee”) and Board of Directors (the “Board”) have determined that a select group of key employees is critical to the Company’s successful pursuit of such strategic opportunities; and

WHEREAS, the Committee and the Board have approved this 2009 Sypris Three-Year Bonus Agreement (“Agreement”) in order to retain such key employees through the expected period of such recovery.

NOW, THEREFORE , in reliance on the premises and terms hereof, the parties agree as follows:

1.             Bonus Award.   On [date of award], the Company will pay the Employee an amount equal to [______________] (the “Three-Year Bonus”), subject to the following provisions:

a)         If the Company terminates the Employee without Cause before [third anniversary of the grant date] , then the Company will pay a pro rata portion of the Three-Year Bonus within thirty (30) days of such termination date, and this Agreement will automatically terminate without further notice or obligation by the Company.

b)         If the Company terminates the Employee with Cause before [third anniversary of the grant date] ,    then this Agreement will automatically terminate without further notice or obligation by the Company.

c)         If the Employee terminates employment, for any reason, before [third anniversary