EXHIBIT 10.28
SYPRIS SOLUTIONS INC.
SHARE PERFORMANCE PROGRAM
FOR
STOCK OPTION GRANTS
OBJECTIVE: To provide key executives of the Company with the opportunity
to earn potentially significant amounts of equity-based
incentive based upon the price performance of the Company's
shares of Common Stock on the Nasdaq Stock Market over the
longer term.
PLAN: Participants will receive a grant of stock options based upon
the achievement of specific stock price performance levels.
Each price performance level will have been achieved when: (i)
the average daily closing price for the shares of Sypris
common stock is equal to or in excess of the specified price
target for any full calendar quarter; (ii) the Compensation
Committee shall have validated this event and forwarded its
recommendation to the Board; and (iii) the Board of Directors
shall have approved the grant of options.
PROVISIONS: The target price per share will be adjusted from time-to-time
to reflect any stock dividends, stock splits, subdivisions,
reclassifications, recapitalizations and/or combinations. The
target price will not be adjusted to reflect the issuance of
shares for purposes of raising capital or completing
acquisitions.
PROGRAM DATE: July 1, 1998.
TERMINATION DATE: June 30, 2006.
AWARD LEVELS: Share Section 16 Other
Price Officers Key
$15.00 3,500-7,000 500-3,500
$20.00 3,500-7,000 500-3,500
$25.00 3,500-7,000 500-3,500
$30.00 3,500-7,000 500-3,500
$35.00 3,500-7,000 500-3,500
$40.00 3,500-7,000 500-3,500
$45.00 3,500-7,000 500-3,500
$50.00 3,500-7,000 500-3,500
The actual award level for a participant will be determined by
the Compensation Committee at the time of the individual's
admission to the Program based upon a number of factors,
including the nature and scope of the individual's
responsibility and/or contribution relative to other Program
participants.
1
The Compensation Committee may, at its sole discretion, change
a participant's award level within the prescribed range based
upon the performance of the individual and his or her
progression into increasingly responsible positions of
responsibility within the Company. The Compensation Committee
may also decrease, or terminate, an individual's participation
in the Program should the individual be demoted to a position
of lesser responsibility or otherwise fail to live up to the
Company's performance expectations.
If the individual's participation in the Program is terminated
for reasons of performance (which may or may not include a
demotion to a position of lesser responsibility), then the
Compensation Committee may, in its sole discretion, call any
and all options granted to such individual under the Program,
in which case the individual will have thirty (30) days in
which to exercise vested options. Any options that have yet to
vest, or remain unexercised after thirty (30) days of such
call, will become null and void.
STRIKE PRICE: The strike price will be set at the greater of (i) the
specific share price target that has been achieved, or (ii)
the closing price of the stock on the day the Board approves
the grant of options.
VESTING: The options will vest in equal annual increments of 20% each
(of the total option award) beginning 24 months after the date
of grant. The options will expire on the eighth anniversary of
the date of grant, unless exercised prior to such date.
SHARES: The shares of common stock to be issued upon the exercise of
any stock options granted under the Program may be of a class
that may or may not contain voting rights, subject to Board
determination at the time of exercise.
ADMINISTRATION: The Compensation Committee of the Board will be responsible
for the administration of the Share Performance Program for
Stock Option Grants. All stock options that are granted to
participants under the Program will be governed by the Sypris
Solutions Inc. 1994 Stock Option Plan for Key Employees and
the related Stock Option Agreement.
OTHER: Should a participant leave the employ of the Company for any
reason, all unexercised options will become null and void and
of no further value.
MISCELLANEOUS: The Company may, without the consent of any employee, amend or
terminate the Program at any time and from time-to-time.
SYPRIS SOLUTIONS INC. AGREED TO:
---------------------------- --------------------------
Jeffrey T. Gill Participant
President & CEO
--------------------------
Date
2