0000950152-06-006111 Sample Contracts

STONERIDGE, INC. DIRECTORS’ RESTRICTED SHARES PLAN 2006 GRANT AGREEMENT
Directors’ Restricted Shares Grant Agreement • July 26th, 2006 • Stoneridge Inc • Motor vehicle parts & accessories

Stoneridge, Inc., an Ohio corporation (the “Company”), pursuant to the terms and conditions hereof, hereby grants to [NAME of Eligible Director] (the “Grantee”) 6,900 Common Shares, without par value, of the Company (the “Restricted Shares”).

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STONERIDGE, INC. OUTSIDE DIRECTORS’ DEFERRED COMPENSATION PLAN
Deferred Compensation Plan • July 26th, 2006 • Stoneridge Inc • Motor vehicle parts & accessories
STONERIDGE, INC. LONG-TERM INCENTIVE PLAN RESTRICTED SHARES GRANT AGREEMENT
Restricted Shares Grant Agreement • July 26th, 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”) Common Shares, without par value, of the Company (the “Restricted Shares”). As set forth below, the grant of Restricted Shares is comprised of two separate mutually exclusive parts, Award I and Award II.

STONERIDGE, INC. EMPLOYEES’ DEFERRED COMPENSATION PLAN
Employees’ Deferred Compensation Plan • July 26th, 2006 • Stoneridge Inc • Motor vehicle parts & accessories
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