Attached files
| file | filename |
|---|---|
| 10-Q - SYPRIS SOLUTIONS INC | v185648_10q.htm |
| EX-32 - SYPRIS SOLUTIONS INC | v185648_ex32.htm |
| EX-4.1 - SYPRIS SOLUTIONS INC | v185648_ex4-1.htm |
| EX-10.2 - SYPRIS SOLUTIONS INC | v185648_ex10-2.htm |
| EX-31.I.1 - SYPRIS SOLUTIONS INC | v185648_ex31i-1.htm |
| EX-31.I.2 - SYPRIS SOLUTIONS INC | v185648_ex31i-2.htm |
Exhibit
10.1
Non-Qualified
Stock Options
Effective
as of [date of award]
(“Grant Date”), the Company hereby grants to [participant] certain rights
to purchase up to: [number of
options] total Option Shares for $x.xx per Share until [date of expiration]
(“Expiration Date”) on the Terms of this Agreement, the attached Program, and
the 2004 Sypris Equity Plan (“Plan”) as follows:
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Vesting Date
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# of Options
Vesting
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Option Prices
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Expiration Dates
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[third
anniversary of grant date]
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[100%
of award]
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[closing
price on grant date]
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[Fifth
Anniversary of grant
date]
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Restricted
Stock
Effective
as of [date of
award] (“Grant Date”), the
Company hereby grants to [participant]
certain rights to ownership of up to: [number of shares] Restricted
Shares on the Terms of this Agreement, the attached Program, and the 2004 Sypris
Equity Plan (“Plan”) as follows:
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Vesting Dates
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# of Shares Vesting
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[third
anniversary of grant date]
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[100%
of award]
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Intending
to be legally bound by all such Terms, I acknowledge the sole authority of the
Committee to interpret such Terms, 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, the Plan, the Program and this Award
Agreement.
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SYPRIS
SOLUTIONS, INC.
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PARTICIPANT
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By:
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Signature:
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Name:
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Name:
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Title:
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Title:
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1.
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Purpose
of the Program. The
Company’s Executive Long-Term Incentive Program (“ELTIP”) under the 2004
Sypris Equity Plan (“Plan”) shall be effective for all Awards
incorporating these Terms on or after February 25, 2009, to advance the
Company’s growth and prosperity by providing long-term financial
incentives to its executives, and to further the Company’s philosophy of
equity ownership by the Company’s officers in accordance with the
Company’s Equity Ownership Guidelines.
[
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2.
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[Options. Initially,
each “Option” is the right to purchase one Option Share at the Option
Price, from its Vesting 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.]
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2.1.
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[Option
Price. “Option Price” means the closing price per Option
Share on 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.]
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2.2.
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[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.]
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2.3.
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[Option
Vesting. Unless otherwise determined by the Committee,
Option Awards will vest 100% on the third anniversary of its Grant Date
(“Vesting Date”), unless forfeited before such Vesting
Date.]
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2.4.
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[Expiration
Date. Each Option's "Expiration Date" will be the fifth
anniversary of its Grant Date.]
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3.
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Annual
Review. The Committee will review the terms and conditions of
the ELTIP annually in February of each year. The Committee will
also review and approve of the Award to be granted to each Participant for
the then current year, taking into consideration the (i) Participant’s
contribution to the Company, (ii) results of the most recent national
compensation survey data, and (iii) Company’s performance with respect to
the achievement of its long-term strategic goals, including those
relating to market and customer share, geographic expansion, portfolio
mix, capital structure and financial strength, managerial development,
capital markets, financial variability and risk
profile.
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4.
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[Awards. Each ELTIP
Participant will be eligible to receive an annual Award of Restricted
Shares as determined by the
Committee.]
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5.
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[Restricted
Shares. Each
“Restricted Share” is one Share of the Common Stock (subject to
adjustments per the Plan) which is subject to forfeiture before its
Vesting Date, as set forth below.]
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5.1.
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[Restricted Share
Vesting. Unless otherwise determined by the Committee,
grants of Restricted Shares will vest as follows: 100% of each Award on
the third anniversary of its Grant Date (each such anniversary, a “Vesting
Date”) as provided in the applicable Award Agreement, unless forfeited
before such Vesting Date.]
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5.2.
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[Distribution. All
Restricted Shares will be held by the Company until their Vesting Dates,
and physically distributed to the Participant thereafter, with any legends
required by applicable Rules. Participants may vote and receive
cash dividends on such Restricted Shares, as applicable, after the Grant
Date.]
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6.
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Reduction
in Job Responsibilities. If a Participant’s job
responsibilities are reduced in scope or otherwise altered, the
Participant shall automatically cease to participate in the ELTIP
with respect to future Awards, unless otherwise determined by the
Committee.
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7.
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Retirement
or Disability. In the event of any retirement after age 65 or
qualification to receive long-term disability benefits under the Company’s
then current policies, such retirement or disability period shall be
treated as a period of employment for purposes of the accrual of rights
hereunder, including any vesting or exercise
rights.
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8.
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Leaves
of Absence. The Committee may in its discretion treat all or
any portion of any period during which a Participant is on military or
other approved leave of absence as a period of employment for purposes of
the accrual of rights hereunder.
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9.
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Other
Terminations. If employment is terminated other than for
retirement, death or disability, each unvested Option will be
forfeited immediately and the Participant will have up to thirty (30)
days in which to exercise any vested Options. In the event of death,
all unvested Awards will be immediately vested, and the Participant’s
representative or estate shall have one (1) year in which to exercise any
Options.
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10.
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Administration.
The Committee shall have complete authority to administer or
interpret the ELTIP or any Award, to prescribe, amend and rescind
rules and regulations relating thereto, and to make all other
determinations necessary or advisable for the administration of the ELTIP
or any Award Agreements (including to establish or amend any rules
regarding the ELTIP that are necessary or advisable to comply with, or
qualify under, any applicable law, listing requirement, regulation or
policy of any entity, agency, organization, governmental entity, or the
Company, in the Committee’s sole discretion (“Rule”)). In addition,
with respect to any future grants or the unvested portion of any Awards,
the Committee may amend or terminate these Terms or any Awards, in its
sole discretion without the consent of any employee or beneficiary,
subject to applicable Rules, at any time and from time-to-time. With
respect to any amendment, action or approval hereunder, the Committee may
require the approval of any other persons or entities, pursuant to
applicable Rules. The decisions of the Committee in interpreting and
applying the ELTIP will be
final.
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11.
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Miscellaneous.
Unless otherwise specified, all capitalized terms herein shall have
the meanings assigned to them in the Plan or in the Award
Agreement.
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11.1.
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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.
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11.2.
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Taxes.
The Participant must pay in cash, surrender Shares or Options of
then-equivalent value, or otherwise arrange (to the Committee’s
satisfaction) for all tax withholding obligations related to any
Award.
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11.3.
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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.
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