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Exhibit
99.(a)(1)(m)
SYPRIS
SOLUTIONS, INC.
OFFER
TO EXCHANGE CERTAIN OUTSTANDING OPTIONS
__________________________________
ISSUES
RELATING TO RECEIPT OF NEW SHARES OF STOCK
Part I. Tax
Withholding Percentage
Your tax
withholding percentage for any New Shares of common stock that you have elected
to receive is:
[Insert Applicable
Rate]%
For any
grant of New Shares of stock, you can estimate the tax you would owe as
follows:
|
(a)
|
the
number of New Shares that you elect to receive for any Eligible
Grant,
|
multiplied
by
|
(b)
|
your
estimate of the closing price per share of Sypris stock on May 12, 2008
(“Estimated Value”), multiplied
by
|
|
(c)
|
[Insert Applicable
Rate].
|
For
example, if you were to receive 100 New Shares (in exchange for one of your
Eligible Grants), your tax withholding obligation for that grant would be [Insert calculated
result] if the Estimated Value of Sypris stock were $5.00 per share,
because 100 x $5.00 x [Insert Applicable
Rate] = [Insert
calculated result]. To estimate your total tax withholding
obligation, you should perform this calculation by including each Eligible Grant
that you choose to exchange for New Shares.
Please
use this form to elect which method you will use to meet your required tax
withholding obligation. We will
automatically withhold sufficient New Shares to pay the withholding obligation
if you do not provide your preference by May 1, 2008.
[
] I will pay with a
check [
] Please withhold sufficient shares to pay for the withholding
obligation
Note: We
must receive your check for the required tax withholding amount by 5:00pm ET on
May 16, 2008, if not we will automatically withhold wages from your next pay
check to meet the tax obligation.
Part II. Preferred Form of
Stock Ownership
Please
use this form to designate the manner in which you wish to receive any New
Shares of stock. If you do not designate any preference by May 1, 2008, you will
automatically receive an original share certificate.
[
] Please send an original share certificate to my home address
below:
_________________________________________________
_________________________________________
_________________________________________
Original
certificates are valuable items which you should keep in a safety deposit box or
other safe place.
OR
Please
transfer shares electronically (by way of DTC) to my brokerage account
below:
Brokerage
Firm Name:___________________________
Broker's
Name:________________________________
Broker
Phone Number:__________________________
DTC
Participant #:_____________________________
Please
provide your broker with a copy of this election.
Note
to Brokers: You must initiate the DWAC Deposit on May 14, 2008, in order to
receive the shares.
Signature
:__________________________
Name:______________________________
Date:_______________________________