Retention Award between Stoneridge, Inc. and George E. Strickler, Mark J. Tervalon, Thomas A. Beaver and Michael D. Sloan
Exhibit
99.3
Retention
Award between Stoneridge, Inc. and Xxxxxx X. Xxxxxxxxx, Xxxx X.
Xxxxxxxx,
Xxxxxx
X. Xxxxxx and Xxxxxxx X. Xxxxx
October
5, 2009
PERSONAL &
CONFIDENTIAL
_____________
_____________
Stoneridge,
Inc.
0000 X.
Xxxxxx Xxxxxx
Warren,
Ohio 44484
Re: Retention
Award
Dear
______:
The Board of Directors of Stoneridge,
Inc. (the “Company”) has decided that you should be provided with the
compensation enhancement as outlined in this letter agreement. The
intent of this additional compensation is to recognize your positive
contribution to the Company and to serve as a retention incentive to remain with
the Company as we mutually seek to improve Company performance.
1. Retention Award
Amount. Your award under this letter agreement (the “Retention
Award”) is the amount of $_____________.
2. Award
Conditions. Each of the following conditions must be satisfied
in order for you to be entitled to receive your Retention Award:
(a) You
shall have remained in the continuous employment of the
Company during the period from the date of this letter agreement
through October 5, 2010 (the “Retention Period Date”); and
(b) You
shall have complied in all material respects with all of your obligations under
any employment or other agreement between you and the Company, including this
letter agreement, and any incentive compensation plan of the Company in which
you are a participant, and all other material terms and conditions of your
employment.
If all of
the conditions set forth in this Paragraph 2 are satisfied, the Company will pay
you the Retention Award at the next regular payroll cycle following the
Retention Period Date.
3. Termination of
Employment. Notwithstanding anything in this letter agreement
to the contrary, if at any time between the date of this letter agreement and
the Retention Period Date your employment is terminated by the Company without
“cause” (as defined below) or by you and such termination is deemed to be a
without “cause”, then for all purposes of this letter agreement you shall be
deemed to have remained in continuous employment until the Retention Period
Date, and the condition set forth in clause (a) of Paragraph 2 shall be deemed
to be satisfied for all purposes of this letter agreement as of the Retention
Period Date.
For
purposes hereof, the term “cause” shall mean the your: (1) intentional
misappropriation of funds from the Company; (2) conviction of a felony; (3)
commission of a crime or act or series of acts involving moral turpitude; (4)
commission of an act or series of acts of dishonesty that are materially
inimical to the best interests of the Company; (5) breach of any material term
of any agreement between you and the Company; (6) willful and repeated failure
to perform the duties associated with the your position, which failure has not
been cured within thirty (30) days after the Company gives notice thereof to
you; or (7) failure to cooperate with any Company investigation or with any
investigation, inquiry, hearing or similar proceedings by any governmental
authority having jurisdiction over you or the Company. Any other
termination of your employment by the Company shall be deemed to be without
“cause.”
In
addition to the items described in above, you may terminate your employment with
the Company and such termination shall be deemed to be a termination by the
Company without “cause” if: (1) the Company reduces your title,
responsibilities, power or authority in comparison with the your title,
responsibilities, power or authority on the effective date of this letter; (2)
the Company assigns you duties which are inconsistent with the duties assigned
to you on effective date of this letter and which duties the Company persists in
assigning to you despite yours prior written objection; (3) the Company changes
your reporting responsibilities so that you are no longer reporting directly to
the President and Chief Executive Officer; or (4) the Company reduces your
annual base compensation, or materially reduces your health, life, disability or
other insurance programs, retirement or profit-sharing benefits or any benefits
provided by the Company, or excludes the you from any plan, program or
arrangement, including but not limited to bonus or incentive plans (unless such
decrease is proportionate with a decrease in the base compensation or various
benefit plans provided or available to the officers of the Company as a
group).
4. Miscellaneous.
(a) This
letter agreement is binding on and inures to the benefit of the Company and its
successors and permitted assigns. This letter agreement is also
binding on and inures to the benefit of you and your heirs, executors,
administrators and legal representatives.
(b) The
Company or its successor may withhold from any payments made under this letter
agreement any federal, state, local or other applicable taxes required by
law. In addition, the Company or its successor may offset from any
payments to be made under this letter agreement any amounts owed by you to the
Company or any of its affiliates.
(c) This
letter agreement constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof, and all promises, representations,
understandings, arrangements and prior agreements relating to such subject
matter are of no further force or effect and are superseded hereby.
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(d) This
letter agreement shall be governed by and construed in accordance with the laws
of the State of Ohio without reference to principles of conflicts of
laws.
(e) Amounts
payable under this letter agreement will not be considered as compensation to
you for the purpose of any other benefits or programs available through or
provided to you by the Company.
(f) You
understand and agree that nothing in this letter agreement shall be construed as
an employment agreement.
If you are in agreement with the
foregoing, please sign the enclosed copy of this letter agreement where
indicated below and return the signed copy to Xxxxxxxxx Xxxxx, Director of
Administration and Risk Management. This letter agreement will become
effective upon receipt by the Company from you of an executed copy of this
letter agreement.
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Stoneridge,
Inc.
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By:
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Xxxxxxx
X. Xxxxx
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Chairman
of the Board
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Accepted
and agreed this
5th day
of October, 2009
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[name]
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