Miscellaneous Clause Example with 10 Variations from Business Contracts

Miscellaneous. Unless otherwise specified, all capitalized terms herein shall have the meanings assigned to them in the Plan or in the Award Agreement. 7.1. 6.1. No Other Rights. The Awards include no other rights beyond those expressly provided in the Plan, the ELTIP Plan or the Award Agreement. Awards are non-assignable and non-transferable except by will or the laws of descent and distribution, unless otherwise approved by the Committee. 7.2. 6.2. Taxes. The Participant must arrange for all tax withholding ...obligations related to any Award. Tax withholding obligations may be satisfied by any of the following methods, as determined by at the Committee in its sole discretion: Participant's election: (i) cash, (ii) surrender of previously owned Shares of then-equivalent value (including the surrender of Shares otherwise to be received in connection with the vesting of an Award), or (iii) other forms in shares of payment as determined by then equivalent value otherwise deliverable upon exercise of vested Options (whether such Options have been exercised, or vested Options of equivalent value have merely been surrendered to the Committee. Company). The maximum number of Shares that may be withheld from any Award to satisfy any federal, state or local tax withholding requirements upon the lapse of restrictions applicable to an Award cannot exceed such number of Shares having a Fair Market Value fair market value equal to the minimum statutory amount required by the Company to be withheld and paid to any such federal, state or local taxing authority with respect to such lapse of restrictions. 7.3. 6.3 Delegation. The Committee may delegate any portion of their responsibilities and powers to one or more persons selected by them, subject to applicable Rules. Such delegation may be revoked by the Committee at any time. EX-10.4 5 ex10-4.htm EX-10.21 3 ex_346611.htm EXHIBIT 10.4 ex10-4.htm 10.21 ex_346611.htm Exhibit 10.4 10.21 Non-Qualified Stock Options AWARD AGREEMENT WITH FIFTY-FIFTY VESTING Effective as of [Date ] [month/day/year] ("Grant Date"), the Company hereby grants to [Participant Name] [OPTIONEE NAME] certain rights to purchase up to: [Number [# of Shares] options granted] total Shares for $ [Price] [exercise price $X.XX] per Share until [5th Anniversary [6th anniversary of Grant Date] grant date] ("Expiration Date") on the Terms of this Agreement, the attached Program, and the 2015 2020 Sypris Omnibus Plan ("Plan") as follows: Vesting Date # of Options Option Price Expiration Date [3rd Anniversary] [100%] [FMV at [4th anniversary of grant date] [50% options] [closing price on date of grant] [6th anniversary of grant date] [5th Anniversary] anniversary of grant date] [50% options] [closing price on date of grant] [6th anniversary of grant date] Intending to be legally bound by all such Terms, the Program and the Plan, Plan (as amended from time to time), I acknowledge the sole authority of the Committee to interpret the terms of the foregoing, the forfeiture of my rights upon any termination of my employment under such Terms and my continuing status as an "at will" employee (subject to termination without cause or notice). I have received and had an opportunity to review, with the benefit of any legal counsel of my choosing (any such legal counsel to be retained at my own expense), the Plan, the Program and this Award Agreement. SYPRIS SOLUTIONS, INC. PARTICIPANT By: Signature: Name: Name: [NAME] Title: Title: AWARD AGREEMENT WITH FIFTY-FIFTY VESTING 1. Purpose of the Program. The Company's Executive Key Employee Long-Term Incentive Program ("ELTIP") ("KELTIP" or "Program") under the 2010 2020 Sypris Omnibus Plan ("Plan") shall be effective for all Awards incorporating these terms on or after March 1, 2011, to advance the Company's growth and prosperity by providing provide long-term financial incentives to its key employees, and to further the Company's philosophy of equity ownership by the Company's officers in accordance with the Company's Equity Ownership Guidelines. key employees. View More

Miscellaneous. Unless otherwise specified, all capitalized terms herein shall have the meanings assigned to them in the Plan or in the Award Agreement. 7.1. No Other Rights. The Awards include no other rights beyond those expressly provided in the Plan, the ELTIP Program, or the Award Agreement. Awards are non-assignable and non-transferable except by will or the laws of descent and distribution, unless otherwise approved by the Committee. 7.2. Taxes. The Participant must arrange for all tax withholding obliga...tions related to any Award. Tax withholding obligations may be satisfied by any of the following methods, as determined by the Committee in its sole discretion: (i) cash, (ii) surrender of Shares of then-equivalent value (including the surrender of Shares otherwise to be received in connection with the vesting of an Award), or (iii) other forms of payment as determined by the Committee. The maximum number of Shares that may be withheld from any Award to satisfy any federal, state state, or local tax withholding requirements upon the lapse of restrictions applicable to an Award cannot exceed such number of Shares having a Fair Market Value equal to the minimum statutory amount required by the Company to be withheld and paid to any such federal, state state, or local taxing authority with respect to such lapse of restrictions. 7.3. Delegation. The Committee may delegate any portion of their responsibilities and powers to one or more persons selected by them, subject to applicable Rules. Such delegation may be revoked by the Committee at any time. EX-10.4 5 ex10-4.htm EX-10.10 4 ex10-10.htm EXHIBIT 10.4 ex10-4.htm 10.10 ex10-10.htm Exhibit 10.4 Non-Qualified 10.10 Restricted Stock Options Effective as of [Date ] ("Grant Date"), __[Date]__ (the "Grant Date") contingent on your continued service as of that date, the Company hereby grants to [Participant _[Director Name] certain rights to purchase ownership of up to: [Number of Shares] total [#shares] Restricted Shares for $ [Price] per Share until [5th Anniversary of Grant Date] ("Expiration Date") on the Terms terms of this Agreement, Award Agreement (the "Terms"), the attached Program, and the 2015 Sypris Omnibus Plan ("Plan") (as amended from time to time, the "Plan") as follows: Vesting Date Dates # of Options Option Price Expiration Date Shares Vesting [3rd Anniversary] [100%] [FMV at grant] [5th Anniversary] [xxx] Intending to be legally bound by all such Terms, the Program Program, and the Plan, I acknowledge the sole authority of the Committee to interpret the terms of the foregoing, the forfeiture of my rights upon any termination of my employment service as a Director under such Terms and my continuing status as an "at will" employee (subject to termination without cause or notice). Terms. I have received and had an opportunity to review, with the benefit of any legal counsel of my choosing (any such legal counsel to be retained at my own expense), the Plan, the Program Program, and this Award Agreement. SYPRIS SOLUTIONS, INC. PARTICIPANT By: Signature: Name: Jeffrey T. Gill Name: Title: Title: President & CEO 1. Purpose of the Program. The Company's Executive Long-Term Incentive Discretionary Director Restricted Stock Program ("ELTIP") ("Program") under the 2010 2015 Sypris Omnibus Plan ("Plan") (as amended from time to time, the "Plan") shall be effective for all Awards incorporating these terms on or after March 1, 2011, January 21, 2016, to advance the Company's growth and prosperity by providing long-term financial incentives to its key employees, Directors, and to further the Company's philosophy of equity ownership by the Company's officers Directors in accordance with the Company's Equity Ownership Guidelines. View More

Miscellaneous. Unless otherwise specified, all capitalized terms herein shall have the meanings assigned to them in the Plan or in the Award Agreement. 7.1. 8.1. No Other Rights. The Awards include no other rights beyond those expressly provided in the Plan, the ELTIP or the Award Agreement. Awards are non-assignable and non-transferable except by will or the laws of descent and distribution, unless otherwise approved by the Committee. 7.2. 8.2. Taxes. The Participant must arrange for all tax withholding oblig...ations related to any Award. Tax withholding obligations may be satisfied by any of the following methods, as determined by at the Committee in its sole discretion: Participant's election: (i) cash, (ii) surrender of previously owned Shares of then-equivalent value (including the surrender of Shares otherwise to be received in connection with the vesting of an Award), or (iii) other forms in shares of payment as determined by then equivalent value otherwise deliverable upon exercise of vested Options (whether such Options have been exercised, or vested Options of equivalent value have merely been surrendered to the Committee. Company). The maximum number of Shares that may be withheld from any Award to satisfy any federal, state or local tax withholding requirements upon the lapse of restrictions applicable to an Award cannot exceed such number of Shares having a Fair Market Value fair market value equal to the minimum statutory amount required by the Company to be withheld and paid to any such federal, state or local taxing authority with respect to such lapse of restrictions. 7.3. 8.3. Delegation. The Committee may delegate any portion of their responsibilities and powers to one or more persons selected by them, subject to applicable Rules. Such delegation may be revoked by the Committee at any time. EX-10.4 5 ex10-4.htm EX-10.3 4 ex_273407.htm EXHIBIT 10.4 ex10-4.htm 10.3 ex_273407.htm Exhibit 10.4 10.3 Non-Qualified Stock Options SPECIAL RETIREMENT AWARD AGREEMENT Effective as of [Date ] [month/day/year] ("Grant Date"), the Company hereby grants to [Participant Name] [OPTIONEE NAME] certain rights to purchase up to: [Number [# of Shares] options granted] total Shares for $ [Price] [exercise price $X.XX] per Share until [5th Anniversary anniversary of Grant Date] grant date] ("Expiration Date") on the Terms of this Agreement, the attached Program, and the 2015 2020 Sypris Omnibus Plan ("Plan") as follows: Vesting Date # of Options Option Price Expiration Date [3rd Anniversary] [100%] [FMV at anniversary of grant date] [100% options] [closing price on date of grant] [5th Anniversary] anniversary of grant date] Intending to be legally bound by all such Terms, the Program and the Plan, Plan (as amended from time to time), I acknowledge the sole authority of the Committee to interpret the terms of the foregoing, the forfeiture of my rights upon any termination of my employment under such Terms and my continuing status as an "at will" employee (subject to termination without cause or notice). I have received and had an opportunity to review, with the benefit of any legal counsel of my choosing (any such legal counsel to be retained at my own expense), the Plan, the Program and this Award Agreement. SYPRIS SOLUTIONS, INC. PARTICIPANT By: Signature: Name: Name: [NAME] Title: Title: SPECIAL RETIREMENT FIVE-YEAR STOCK OPTION AWARD 1. Purpose of the Program. The Company's Executive Key Employee Long-Term Incentive Program ("ELTIP") ("KELTIP" or "Program") under the 2010 2020 Sypris Omnibus Plan ("Plan") shall be effective for all Awards incorporating these terms on or after March 1, 2011, to advance the Company's growth and prosperity by providing provide long-term financial incentives to its key employees, and to further the Company's philosophy of equity ownership by the Company's officers in accordance with the Company's Equity Ownership Guidelines. key employees. View More

Miscellaneous. Unless otherwise specified, all capitalized terms herein shall have the meanings assigned to them in the Plan or in the Award Agreement. 7.1. 8.1. No Other Rights. The Awards include no other rights beyond those expressly provided in the Plan, the ELTIP Program, or the Award Agreement. Awards are non-assignable and non-transferable except by will or the laws of descent and distribution, unless otherwise approved by the Committee. 7.2. 8.2. Taxes. The Participant must arrange for all tax withhold...ing obligations related to any Award. Tax withholding obligations may be satisfied by any of the following methods, as determined by the Committee in its sole discretion: (i) cash, (ii) surrender of Shares of then-equivalent value (including the surrender of Shares otherwise to be received in connection with the vesting of an Award), or (iii) other forms of payment as determined by the Committee. The maximum number of Shares that may be withheld from any Award to satisfy any federal, state state, or local tax withholding requirements upon the lapse of restrictions applicable to an Award cannot exceed such number of Shares having a Fair Market Value equal to the minimum statutory amount required by the Company to be withheld and paid to any such federal, state state, or local taxing authority with respect to such lapse of restrictions. 7.3. 8.3. Delegation. The Committee may delegate any portion of their responsibilities and powers to one or more persons selected by them, subject to applicable Rules. Such delegation may be revoked by the Committee at any time. EX-10.4 5 ex10-4.htm EX-10.15 6 ex10-15.htm EXHIBIT 10.4 ex10-4.htm 10.15 ex10-15.htm Exhibit 10.4 Non-Qualified 10.15 Restricted Stock Options Effective as of [Date ] ("Grant Date"), __[Date]__ (the "Grant Date") contingent on your continued employment as of that date, the Company hereby grants to [Participant _[Employee Name] certain rights to purchase ownership of up to: [Number of Shares] total [#shares] Restricted Shares for $ [Price] per Share until [5th Anniversary of Grant Date] ("Expiration Date") on the Terms terms of this Agreement, Award Agreement (the "Terms"), the attached Program, and the 2015 Sypris Omnibus Plan ("Plan") (as amended from time to time, the "Plan") as follows: Vesting Date Dates # of Options Option Price Expiration Date Shares Vesting [3rd Anniversary] [100%] [FMV at grant] [5th Anniversary] Intending to be legally bound by all such Terms, the Program Program, and the Plan, I acknowledge the sole authority of the Committee to interpret the terms of the foregoing, the forfeiture of my rights upon any termination of my employment under such Terms Terms, and my continuing status as an "at will" employee (subject to termination without cause or notice). I have received and had an opportunity to review, with the benefit of any legal counsel of my choosing (any such legal counsel to be retained at my own expense), the Plan, the Program Program, and this Award Agreement. SYPRIS SOLUTIONS, INC. PARTICIPANT By: Signature: Name: Jeffrey T. Gill Name: Title: Title: President & CEO 1. Purpose of the Program. The Company's Executive Long-Term Incentive Three Year Restricted Stock Program ("ELTIP") ("Program") under the 2010 2015 Sypris Omnibus Plan ("Plan") (as amended from time to time, the "Plan") shall be effective for all Awards incorporating these terms on or after March 1, 2011, May 19, 2015, to advance the Company's growth and prosperity by providing long-term financial incentives to its key employees, and to further the Company's philosophy of equity ownership by the Company's officers in accordance with the Company's Equity Ownership Guidelines. View More

Miscellaneous. Unless otherwise specified, all capitalized terms herein shall have the meanings assigned to them in the Plan or in the Award Agreement. 7.1. 8.1. No Other Rights. The Awards include no other rights beyond those expressly provided in the Plan, the ELTIP Program, or the Award Agreement. Awards are non-assignable and non-transferable except by will or the laws of descent and distribution, unless otherwise approved by the Committee. 7.2. 8.2. Taxes. The Participant must arrange for all tax withhold...ing obligations related to any Award. Tax withholding obligations may be satisfied by any of the following methods, as determined by the Committee in its sole discretion: (i) cash, (ii) surrender of Shares of then-equivalent value (including the surrender of Shares otherwise to be received in connection with the vesting of an Award), or (iii) other forms of payment as determined by the Committee. The maximum number of Shares that may be withheld from any Award to satisfy any federal, state state, or local tax withholding requirements upon the lapse of restrictions applicable to an Award cannot exceed such number of Shares having a Fair Market Value equal to the minimum statutory amount required by the Company to be withheld and paid to any such federal, state state, or local taxing authority with respect to such lapse of restrictions. 7.3. 8.3. Delegation. The Committee may delegate any portion of their responsibilities and powers to one or more persons selected by them, subject to applicable Rules. Such delegation may be revoked by the Committee at any time. EX-10.4 EX-10.14 5 ex10-4.htm ex10-14.htm EXHIBIT 10.4 ex10-4.htm 10.14 ex10-14.htm Exhibit 10.4 Non-Qualified 10.14 Restricted Stock Options Effective as of [Date ] ("Grant Date"), __[Date]__ (the "Grant Date") contingent on your continued employment as of that date, the Company hereby grants to [Participant _[Employee Name] certain rights to purchase ownership of up to: [Number of Shares] total [#shares] Restricted Shares for $ [Price] per Share until [5th Anniversary of Grant Date] ("Expiration Date") on the Terms terms of this Agreement, Award Agreement (the "Terms"), the attached Program, and the 2015 Sypris Omnibus Plan ("Plan") (as amended from time to time, the "Plan") as follows: Vesting Date # of Options Option Price Expiration Date [3rd Shares Vesting [18 Month Anniversary] [100%] [FMV at grant] [5th Anniversary] [xxx] Intending to be legally bound by all such Terms, the Program Program, and the Plan, I acknowledge the sole authority of the Committee to interpret the terms of the foregoing, the forfeiture of my rights upon any termination of my employment under such Terms Terms, and my continuing status as an "at will" employee (subject to termination without cause or notice). I have received and had an opportunity to review, with the benefit of any legal counsel of my choosing (any such legal counsel to be retained at my own expense), the Plan, the Program Program, and this Award Agreement. SYPRIS SOLUTIONS, INC. PARTICIPANT By: Signature: Name: Jeffrey T. Gill Name: Title: Title: President & CEO 1. Purpose of the Program. The Company's Executive Long-Term Incentive Eighteen Month Restricted Stock Program ("ELTIP") ("Program") under the 2010 2015 Sypris Omnibus Plan ("Plan") (as amended from time to time, the "Plan") shall be effective for all Awards incorporating these terms on or after March 1, 2011, May 19, 2015, to advance the Company's growth and prosperity by providing long-term financial incentives to its key employees, and to further the Company's philosophy of equity ownership by the Company's officers in accordance with the Company's Equity Ownership Guidelines. View More

Miscellaneous. Unless otherwise specified, all capitalized terms herein shall have the meanings assigned to them in the Plan or in the Award Agreement. 7.1. 10.1. No Other Rights. The Awards include no other rights beyond those expressly provided in the Plan, the ELTIP or the Award Agreement. Awards are non-assignable and non-transferable except by will or the laws of descent and distribution, unless otherwise approved by the Committee. 7.2. 10.2. Taxes. The Participant must arrange for all tax withholding obl...igations related to any Award. Tax withholding obligations may be satisfied by any of the following methods, as determined by at the Committee in its sole discretion: Participant's election: (i) cash, (ii) surrender of Shares of then-equivalent value (including the surrender of Shares otherwise to be received in connection with the vesting of an Award), or (iii) other forms of payment as determined by the Committee. The maximum number of Shares that may be withheld from any Award to satisfy any federal, state or local tax withholding requirements upon the lapse of restrictions applicable to an Award cannot exceed such number of Shares having a Fair Market Value equal to the minimum statutory amount required by the Company to be withheld and paid to any such federal, state or local taxing authority with respect to such lapse of restrictions. 7.3. 10.3. Delegation. The Committee may delegate any portion of their responsibilities and powers to one or more persons selected by them, subject to applicable Rules. Such delegation may be revoked by the Committee at any time. EX-10.4 5 ex10-4.htm EX-10.2 3 ex_273406.htm EXHIBIT 10.4 ex10-4.htm 10.2 ex_273406.htm Exhibit 10.4 Non-Qualified 10.2 Restricted Stock Options Effective as of [Date ] [Date] ("Grant Date"), contingent on your continued employment as of that date, the Company hereby grants to [Participant [Employee Name] certain rights to purchase ownership of up to: [Number of Shares] total to [# shares]_ Restricted Shares for $ [Price] per Share until [5th Anniversary of Grant Date] ("Expiration Date") on the Terms terms of this Agreement, Award Agreement (the "Terms"), the attached Program, and the 2015 2020 Sypris Omnibus Plan ("Plan") as follows: Vesting Date Dates # of Options Option Price Expiration Date Shares Vesting [3rd Anniversary] [100%] [FMV at grant] [5th Anniversary] anniversary of the grant date] [100% shares] Intending to be legally bound by all such Terms, the Program and the Plan, Plan (as amended from time to time), I acknowledge the sole authority of the Committee to interpret the terms of the foregoing, the forfeiture of my rights upon any termination of my employment under such Terms and my continuing status as an "at will" employee (subject to termination without cause or notice). Terms. I have received and had an opportunity to review, with the benefit of any legal counsel of my choosing (any such legal counsel to be retained at my own expense), the Plan, the Program and this Award Agreement. SYPRIS SOLUTIONS, INC. PARTICIPANT By: Signature: Name: Name: Title: Title: 1. Purpose of the Program. The Company's Executive Long-Term Incentive Program ("ELTIP") ("ELTIP" or the "Program") under the 2010 2020 Sypris Omnibus Plan ("Plan") shall be effective for all Awards incorporating these terms on or after March 1, 2011, to advance the Company's growth and prosperity by providing long-term financial incentives to its key employees, and to further the Company's philosophy of equity ownership by the Company's officers in accordance with the Company's Equity Ownership Guidelines. View More

Miscellaneous. Unless otherwise specified, all capitalized terms herein shall have the meanings assigned to them in the Plan or in the Award Agreement. 7.1. 8.1. No Other Rights. The Awards include no other rights beyond those expressly provided in the Plan, the ELTIP Program, or the Award Agreement. Awards are non-assignable and non-transferable except by will or the laws of descent and distribution, unless otherwise approved by the Committee. 7.2. 8.2. Taxes. The Participant must arrange for all tax withhold...ing obligations related to any Award. Tax withholding obligations may be satisfied by any of the following methods, as determined by the Committee in its sole discretion: (i) cash, (ii) surrender of Shares of then-equivalent value (including the surrender of Shares otherwise to be received in connection with the vesting of an Award), or (iii) other forms of payment as determined by the Committee. The maximum number of Shares that may be withheld from any Award to satisfy any federal, state state, or local tax withholding requirements upon the lapse of restrictions applicable to an Award cannot exceed such number of Shares having a Fair Market Value equal to the minimum statutory amount required by the Company to be withheld and paid to any such federal, state state, or local taxing authority with respect to such lapse of restrictions. 7.3. 8.3. Delegation. The Committee may delegate any portion of their responsibilities and powers to one or more persons selected by them, subject to applicable Rules. Such delegation may be revoked by the Committee at any time. EX-10.4 5 ex10-4.htm EX-10.6 7 ex10-6.htm EXHIBIT 10.4 ex10-4.htm 10.6 ex10-6.htm Exhibit 10.4 Non-Qualified 10.6 Restricted Stock Options Effective as of [Date ] ("Grant Date"), __[Date]__ (the "Grant Date") contingent on your continued employment as of that date, the Company hereby grants to [Participant _[Employee Name] certain rights to purchase ownership of up to: [Number [# of Shares] total shares] Restricted Shares for $ [Price] per Share until [5th Anniversary of Grant Date] ("Expiration Date") on the Terms terms of this Agreement, Award Agreement (the "Terms"), the attached Program, and the 2015 Sypris Omnibus Plan ("Plan") (as amended from time to time, the "Plan") as follows: Vesting Date Dates # of Options Option Price Expiration Date [3rd Shares Vesting [4th Anniversary] [100%] [FMV at grant] [5th Anniversary] Intending to be legally bound by all such Terms, the Program Program, and the Plan, I acknowledge the sole authority of the Committee to interpret the terms of the foregoing, the forfeiture of my rights upon any termination of my employment under such Terms Terms, and my continuing status as an "at will" employee (subject to termination without cause or notice). I have received and had an opportunity to review, with the benefit of any legal counsel of my choosing (any such legal counsel to be retained at my own expense), the Plan, the Program Program, and this Award Agreement. SYPRIS SOLUTIONS, INC. PARTICIPANT By: Signature: Name: Name: Title: Title: 1. Purpose of the Program. The Company's Executive Long-Term Incentive Four Year Restricted Stock Program ("ELTIP") ("Program") under the 2010 2015 Sypris Omnibus Plan ("Plan") (as amended from time to time, the "Plan") shall be effective for all Awards incorporating these terms on or after March 1, 2011, May 19, 2015, to advance the Company's growth and prosperity by providing long-term financial incentives to its key employees, and to further the Company's philosophy of equity ownership by the Company's officers in accordance with the Company's Equity Ownership Guidelines. View More

Miscellaneous. Unless otherwise specified, all capitalized terms herein shall have the meanings assigned to them in the Plan or in the Award Agreement. 7.1. 8.1. No Other Rights. The Awards include no other rights beyond those expressly provided in the Plan, the ELTIP or the Award Agreement. Awards are non-assignable and non-transferable except by will or the laws of descent and distribution, unless otherwise approved by the Committee. 7.2. -3- 8.2. Taxes. The Participant must arrange for all tax withholding o...bligations related to any Award. Tax withholding obligations may be satisfied by any of the following methods, as determined by the Committee in its sole discretion: (i) cash, (ii) surrender of previously owned Shares of then-equivalent value (including the surrender of Shares otherwise to be received in connection with the vesting of an Award), or (iii) other forms in Shares of payment as determined by then equivalent value otherwise deliverable upon exercise of vested Options (whether such Options have been exercised, or vested Options of equivalent value have merely been surrendered to the Committee. Company). The maximum number of Shares that may be withheld from any Award to satisfy any federal, state or local tax withholding requirements upon the lapse of restrictions applicable to an Award cannot exceed such number of Shares having a Fair Market Value fair market value equal to the minimum statutory amount required by the Company to be withheld and paid to any such federal, state or local taxing authority with respect to such lapse of restrictions. 7.3. 8.3. Delegation. The Committee may delegate any portion of their responsibilities and powers to one or more persons selected by them, subject to applicable Rules. Such delegation may be revoked by the Committee at any time. EX-10.4 5 ex10-4.htm -4- EX-10.1 2 ex_198487.htm EXHIBIT 10.4 ex10-4.htm 10.1 ex_198487.htm Exhibit 10.4 10.1 Non-Qualified Stock Options Effective as of [Date ] [month/day/year] ("Grant Date"), the Company hereby grants to [Participant [Optionee Name] certain rights to purchase up to: [Number [# of Shares] options granted] 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 2020 Sypris Omnibus Plan ("Plan") as follows: Vesting Date # of Options Option Price Expiration Date [3rd Anniversary] [100%] anniversary from grant date] [100% options granted] [FMV at grant] [5th Anniversary] anniversary from grant date Intending to be legally bound by all such Terms, the Program and the Plan, Plan (as amended from time to time), I acknowledge the sole authority of the Committee to interpret the terms of the foregoing, the forfeiture of my rights upon any termination of my employment under such Terms and my continuing status as an "at will" employee (subject to termination without cause or notice). I have received and had an opportunity to review, with the benefit of any legal counsel of my choosing (any such legal counsel to be retained at my own expense), the Plan, the Program and this Award Agreement. SYPRIS SOLUTIONS, INC. PARTICIPANT By: Signature: Name: Name: -1- Title: Title: 1. Purpose of the Program. The Company's Executive Long-Term Incentive Program ("ELTIP") ("ELTIP" or "Program") under the 2010 2020 Sypris Omnibus Plan ("Plan") shall be effective for all Awards incorporating these terms on or after March 1, 2011, terms, to advance the Company's growth and prosperity by providing provide long-term financial incentives to its key employees, and to further the Company's philosophy of equity ownership by the Company's officers in accordance with the Company's Equity Ownership Guidelines. officers. View More

Miscellaneous. Unless otherwise specified, all capitalized terms herein shall have the meanings assigned to them in the Plan or in the Award Agreement. 7.1. 10.1. No Other Rights. The Awards include no other rights beyond those expressly provided in the Plan, the ELTIP or the Award Agreement. Awards are non-assignable and non-transferable except by will or the laws of descent and distribution, unless otherwise approved by the Committee. 7.2. 10.2. Taxes. The Participant must arrange for all tax withholding obl...igations related to any Award. Tax withholding obligations may be satisfied by any of the following methods, as determined by the Committee in its sole discretion: (i) cash, (ii) surrender of Shares of then-equivalent value (including the surrender of Shares otherwise to be received in connection with the vesting of an Award), or (iii) other forms of payment as determined by the Committee. The maximum number of Shares that may be withheld from any Award to satisfy any federal, state or local tax withholding requirements upon the lapse of restrictions applicable to an Award cannot exceed such number of Shares having a Fair Market Value equal to the minimum statutory amount required by the Company to be withheld and paid to any such federal, state or local taxing authority with respect to such lapse of restrictions. 7.3. 10.3. Delegation. The Committee may delegate any portion of their responsibilities and powers to one or more persons selected by them, subject to applicable Rules. Such delegation may be revoked by the Committee at any time. EX-10.4 5 ex10-4.htm EX-10.3 4 ex10-3.htm EXHIBIT 10.4 ex10-4.htm 10.3 ex10-3.htm Exhibit 10.4 Non-Qualified 10.3 Restricted Stock Options Effective as of [Date ] [date of the award] ("Grant Date"), Date") contingent on your continued employment as of that date, the Company hereby grants to [Participant Name] [participant] certain rights to purchase ownership of up to: [Number [number of Shares] total shares] Restricted Shares for $ [Price] per Share until [5th Anniversary of Grant Date] ("Expiration Date") on the Terms terms of this Agreement, Award Agreement (the "Terms"), the attached Program, and the 2015 Sypris Omnibus Plan ("Plan") as follows: Vesting Date # of Options Option Price Expiration Date Shares Vesting [3rd Anniversary] [100%] [FMV at grant] [5th Anniversary] Intending to be legally bound by all such Terms, the Program and the Plan, I acknowledge the sole authority of the Committee to interpret the terms of the foregoing, the forfeiture of my rights upon any termination of my employment under such Terms and my continuing status as an "at will" employee (subject to termination without cause or notice). Terms. I have received and had an opportunity to review, with the benefit of any legal counsel of my choosing (any such legal counsel to be retained at my own expense), the Plan, the Program and this Award Agreement. SYPRIS SOLUTIONS, INC. PARTICIPANT By: Signature: Name: Name: Title: Title: 1. Purpose of the Program. The Company's Executive Long-Term Incentive Program ("ELTIP") under the 2010 2015 Sypris Omnibus Plan ("Plan") shall be effective for all Awards incorporating these terms on or after March 1, 2011, to advance the Company's growth and prosperity by providing long-term financial incentives to its key employees, and to further the Company's philosophy of equity ownership by the Company's officers in accordance with the Company's Equity Ownership Guidelines. View More

Miscellaneous. Unless otherwise specified, all capitalized terms herein shall have the meanings assigned to them in the Plan or in the Award Agreement. 7.1. No Other Rights. The Awards include no other rights beyond those expressly provided in the Plan, the ELTIP or the Award Agreement. Awards are non-assignable and non-transferable except by will or the laws of descent and distribution, unless otherwise approved by the Committee. 7.2. Taxes. The Participant must arrange for all tax withholding obligations rel...ated to any Award. Tax withholding obligations may be satisfied by any of the following methods, as determined by the Committee in its sole discretion: (i) cash, (ii) surrender of previously owned Shares of then-equivalent value (including the surrender of Shares otherwise to be received in connection with the vesting of an Award), or (iii) other forms in Shares of payment as determined by then equivalent value otherwise deliverable upon exercise of vested Options (whether such Options have been exercised, or vested Options of equivalent value have merely been surrendered to the Committee. Company). The maximum number of Shares that may be withheld from any Award to satisfy any federal, state or local tax withholding requirements upon the lapse of restrictions applicable to an Award cannot exceed such number of Shares having a Fair Market Value equal to the minimum statutory amount required by the Company to be withheld and paid to any such federal, state or local taxing authority with respect to such lapse of restrictions. 7.3. Delegation. The Committee may delegate any portion of their responsibilities and powers to one or more persons selected by them, subject to applicable Rules. Such delegation may be revoked by the Committee at any time. EX-10.4 5 ex10-4.htm EX-10.1 2 ex_114087.htm EXHIBIT 10.4 ex10-4.htm 10.1 ex_114087.htm Exhibit 10.4 10.1 Non-Qualified Stock Options Effective as of [Date ] [date of the award] ("Grant Date"), the Company hereby grants to [Participant [Optionee Name] certain rights to purchase up to: [Number of Shares] total Shares for $ [Price] [exercise price$X.XX] per Share until [5th Anniversary of Grant Date] [Fifth Anniversary] ("Expiration Date") on the Terms of this Agreement, the attached Program, and the 2015 Sypris Omnibus Plan ("Plan") as follows: Vesting Date # of Options Option Price Expiration Date [3rd [Third Anniversary] [100%] [FMV at grant] [5th [Fifth Anniversary] Intending to be legally bound by all such Terms, the Program and the Plan, I acknowledge the sole authority of the Committee to interpret the terms of the foregoing, the forfeiture of my rights upon any termination of my employment under such Terms and my continuing status as an "at will" employee (subject to termination without cause or notice). I have received and had an opportunity to review, with the benefit of any legal counsel of my choosing (any such legal counsel to be retained at my own expense), the Plan, the Program and this Award Agreement. SYPRIS SOLUTIONS, INC. PARTICIPANT By: Signature: Name: Name: Title: Title: The Company's Executive Long-Term Incentive Program ("ELTIP") under the 2010 2015 Sypris Omnibus Plan ("Plan") shall be effective for all Awards incorporating these terms on or after March 1, 2011, terms, to advance the Company's growth and prosperity by providing provide long-term financial incentives to its key employees, and to further the Company's philosophy of equity ownership by the Company's officers in accordance with the Company's Equity Ownership Guidelines. officers. View More