0000950152-06-002168 Sample Contracts

STONERIDGE, INC. CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 16th, 2006 • Stoneridge Inc • Motor vehicle parts & accessories • Ohio

THIS CHANGE IN CONTROL AGREEMENT (the “Agreement”) is by and between Stoneridge, Inc., an Ohio corporation (“Employer”), and ___(“Executive”), made this 6th day of January, 2006.

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STONERIDGE, INC. LONG-TERM INCENTIVE PLAN RESTRICTED SHARES GRANT AGREEMENT
Plan Restricted Shares Grant Agreement • March 16th, 2006 • Stoneridge Inc • Motor vehicle parts & accessories

Stoneridge, Inc., an Ohio corporation (the “Company”), pursuant to the terms and conditions hereof, hereby grants to ___(the “Grantee”) XXX Common Shares, without par value, of the Company (the “Restricted Shares”). As set forth below, the grant of Restricted Shares is comprised of three separate mutually exclusive parts (Award I, Award II and Award III).

STONERIDGE, INC. LONG-TERM INCENTIVE PLAN AMENDMENT TO RESTRICTED SHARES GRANT AGREEMENT
Restricted Shares Grant Agreement • March 16th, 2006 • Stoneridge Inc • Motor vehicle parts & accessories

Stoneridge, Inc., an Ohio corporation (the “Company”), and ___(the “Grantee”) hereby agree to the following amendment to the Restricted Shares Grant Agreement by and between the Company and Grantee dated April 18, 2005 (the “2005 RSGA”). The 2005 RSGA is inadvertently inconsistent with a condition relating to the grant of restricted shares approved by the Compensation Committee of the Company’s Board of Directors (the “Committee”) on April 18, 2005. Specifically, the performance-based restricted shares should only vest in proportion to the elapsed time in the performance period in the event of a change in control of the Company.

STONERIDGE, INC. DIRECTORS’ RESTRICTED SHARES PLAN 2005 GRANT AGREEMENT
Plan 2005 Grant Agreement • March 16th, 2006 • Stoneridge Inc • Motor vehicle parts & accessories

Stoneridge, Inc., an Ohio corporation (the “Company”), pursuant to the terms and conditions hereof, hereby grants to ___(the “Grantee”) XXX Common Shares, without par value, of the Company (the “Restricted Shares”).

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