0001437749-16-028628 Sample Contracts

Non-Qualified Stock Option Award Agreement
Non-Qualified Stock Option • March 30th, 2016 • Sypris Solutions Inc • Industrial instruments for measurement, display, and control

Effective as of __[Date]__ (“Grant Date”), the Company hereby grants to _[Employee]_ an option (the “Options”) to purchase up to: [# of Shares] shares of Common Stock (each, a “Share” and collectively, the “Shares”) for $[Price] per Share until [4th Anniversary of Grant Date] (the “Expiration Date”) on the terms of this Agreement (the “Terms”) and the 2015 Sypris Omnibus Plan (as amended from time to time, the “Plan”) as follows:

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Restricted Stock
Restricted Stock • March 30th, 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: [#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:

Contract
Sypris Solutions Inc • March 30th, 2016 • Industrial instruments for measurement, display, and control • Kentucky

THIS INSTRUMENT, AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY, ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SECOND AMENDED AND RESTATED SUBORDINATION AGREEMENT DATED OCTOBER 30, 2015 BETWEEN SIENA LENDING GROUP LLC, AS LENDER, AND GILL FAMILY CAPITAL MANAGEMENT, INC., AND CONSENTED TO BY THE BORROWERS DEFINED THEREIN.

Restricted Stock
Restricted Stock • March 30th, 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: [#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:

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