Standard Terms of Awards Granted Execuives Under The 2007 Stock Option Exchange Program

Exhibit 10.1



STANDARD TERMS OF EXECUTIVE AWARDS GRANTED UNDER

THE 2007 STOCK OPTION EXCHANGE PROGRAM

OF THE 2004 SYPRIS EQUITY PLAN



1. Purpose of the Program. The Company's 2007 Stock Option Exchange Program (the "Program") under the 2004 Sypris Equity Plan ("Plan") shall be effective for all Awards to executive officers and directors incorporating these Terms, to advance the Company's growth and prosperity by providing meaningful long-term financial incentives to its executives and certain other key employees, and to further the Company's philosophy of equity ownership and incentives.



2. Eligible Grant. "Eligible Grant" means any previous grant of stock options under any of the Company ?s stock option or equity plans, if: a) 100% of the stock options awarded in such grant were fully vested on May 14, 2007, and b) the exercise price of such options is above $7.90 per share.



3. Eligible Options. "Eligible Options" means all stock options awarded in any Eligible Grant.



4. New Shares. Each "New Share" is one fully vested Share of the Common Stock.



5. New Options. Each "New Option" is the right to purchase one Option Share at the Option Price, from the Grant 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.



5.1. Option Price . "Option Price" means $7.90 per Share (the last closing price per Option Share prior to the opening of business on May 14, 2007 ("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.




5.2. 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. ...