Item 5.02 - Departure of Directors or Certain Executive Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 6, 2009, the Company accepted the resignation of M. Glen French as the principal accounting officer and Controller for Sypris Solutions, Inc. (the "Company"), effective as of May 12, 2009. Also effective as of May 12, 2009, the Company has appointed Rebecca R. Eckert to serve as the Company's principal accounting officer and Controller. Mrs. Eckert, age 30, had served as the Company's Financial Planning Manager from May 2005 to May 2009 and as a Senior Auditor for Ernst & Young LLP from October 2002 to April 2005.

On May 12, 2009, the Company's Board of Directors (the "Board") and the Compensation Committee of the Board (the "Committee") granted incentive awards to certain key employees, including Chief Financial Officer, Brian A. Lutes, and Senior Vice President, Richard L. Davis. These incentive awards will become fully vested by May 12, 2012, the third anniversary of the grant, but are subject to forfeiture if the participant resigns or is terminated for cause before that date. The Company has the right to pay such awards in cash or an equivalent value of stock. Accordingly, Mr. Lutes and Mr. Davis will be entitled to receive up to $450,000 as of the third anniversary of the grant date.

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