8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):          October 5, 2009

Stoneridge, Inc.

(Exact name of registrant as specified in its charter)

Ohio	001-13337	34-1598949
(State of other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

9400 East Market Street
Warren, Ohio	44484
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (330) 856-2443

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

On October 5, 2009, Stoneridge, Inc. (the “Company”), by action of the Compensation Committee of the Company’s Board of Directors (the “Committee”), adopted the Officers’ and Key Employees’ Severance Plan (the “Severance Plan”).  The only executive officers covered by the Severance Plan are George E. Strickler, Mark J. Tervalon, Thomas A. Beaver and Michael D. Sloan.  John C. Corey is covered by similar terms in his employment agreement with the Company.  Under the Severance Plan if a covered executive is terminated by the Company without cause, the Company will be obligated to pay the executive’s salary for 12 months (18 months in the case of the Chief Financial Officer, Mr. Strickler) and continue health and welfare benefits coverage over the same period of time.  The salary and benefit continuation is conditioned on the executive’s execution of a customary release in favor of the Company.

A copy of the Severance Plan is attached hereto as Exhibit 99.1.

On October 5, 2009, the Company, by action of the Committee, entered into letters of agreement to serve as retention awards with the following executive officers: John C. Corey, George E. Strickler, Mark J. Tervalon, Thomas A. Beaver and Michael D. Sloan.  Pursuant to the letters of agreement, should the executive officers remain employed with the Company through October 5, 2010, they will receive a payment equal to $640,000 for Mr. Corey; $330,750 for Mr. Strickler; $146,000 for Mr. Tervalon; $137,250 for Mr. Beaver; and $101,750 for Mr. Sloan.

The retention award letter for Mr. Corey is attached hereto as Exhibit 99.2.  The form of the retention award letters for Mr. Strickler, Mr. Tervalon, Mr. Beaver and Mr. Sloan are attached hereto as Exhibit 99.3.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Stoneridge, Inc.
Date:  October 9, 2009	/s/ GEORGE E. STRICKLER
	George E. Strickler, Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)

INDEX TO EXHIBITS

Exhibit Number	Exhibit
99.1	Stoneridge, Inc. Officers’ and Key Employees’ Severance Plan, filed herewith.
99.2	Stoneridge, Inc. Retention Award between the Company and John C. Corey, filed herewith.
99.3	Stoneridge, Inc. Form of the Retention Awards between the Company and George E. Strickler, Mark J. Tervalon, Thomas A. Beaver and Michael D. Sloan, filed herewith.

EX-99.1

Exhibit 99.1

OFFICERS’ AND KEY EMPLOYEES’

SEVERANCE PLAN OF

STONERIDGE, INC.

Article 1

Introduction

1.1           STONERIDGE, INC. (“STONERIDGE”) hereby establishes this Officers’ and Key Employees’ Severance Plan of STONERIDGE, INC. (“Plan”), effective as of October 5, 2009, to provide salary continuation, and welfare benefit continuation (collectively, the “Severance Benefits”) to eligible officer and key employees of STONERIDGE (a) whose employment is involuntarily terminated and (b) who satisfy all Plan requirements for the receipt of Severance Benefits.

1.2           While the term of this Plan is indefinite, STONERIDGE as the Plan Sponsor reserves the right to amend, modify or terminate this Plan without notice; provided, however, any such amendment, modification or termination shall not adversely affect an Eligible Executive’s (as defined in Section 2.1) right to Severance Benefits (a) if all conditions in Article 2 are satisfied at the time of the proposed amendment, modification or termination, (b) if a Change in Control has occurred, or (c) the Board of Directors of STONERIDGE has determined that a Change in Control will occur, or is likely to occur, and that it is in the best interests of the Company and its shareholders and will serve the intended purposes of this Plan for the Board to render such a determination and ensure the availability of the protections and benefits afforded by this Plan, provided, however, if a Change in Control is to occur or has occurred as defined herein, no benefits shall be provided hereunder if such Eligible Executive receives benefits under a Change in Control agreement, or other separate employment agreement, or other plan, as further described under Section 4.7.  Lastly, nothing herein shall be deemed to modify the at-will employment status of any STONERIDGE Eligible Executive who is not subject to a specific employment agreement.

1.3           STONERIDGE intends to pay the Severance Benefits provided hereunder from the general assets of STONERIDGE; however, STONERIDGE reserves the right to fund and provide all or part of the Severance Benefits hereunder through one or more welfare trusts.

1.4           This plan document contains all information required by law to be provided to employees.  Information regarding the Plan, its claims procedures and employees’ rights under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), are included as Section 4.4 and Articles 5 and 6.

1.5           This Plan shall be administered, in all respects, by the Compensation Committee of the Board of Directors of STONERIDGE or its adopted designee (the “Committee”), including sole responsibility for and absolute discretionary authority in determining eligibility to participate in this Plan, eligibility for benefits under the Plan, interpreting Plan terms, and resolving disputes under the Plan.

1.6          As used herein, the following terms shall have the following meanings:

(a)          Affiliate: For purposes of this Plan, an “Affiliate” shall mean a corporation, partnership, joint venture, sole proprietorship or other trade or business that is considered a single employer with STONERIDGE by application of Section 414 of the Code, such that it (i) is part of a “controlled group of corporations” (within the meaning of Section 414(b) of the Code) with STONERIDGE, (ii) is “under common control” (within the meaning of Section 414(c) of the Code) with STONERIDGE, or (iii) is a member of an “affiliated service group” (within the meaning of Section 414(m) of the Code) with STONERIDGE.

(b)         Board: For purposes of this Plan, the “Board” shall mean STONERIDGE’s Board of Directors.

(c)          Cause: For the purposes of this Plan, “Cause” shall be defined as:

(i)       intentional misappropriation of funds from STONERIDGE;

(ii)     conviction for a felony;

(iii)    commission of a crime or act or series of acts involving moral turpitude;

(iv)    commission of an act or series of acts of dishonesty that are materially inimical to the best interests of STONERIDGE;

(v)     breach of any material term of such Eligible Executive’s employment agreement or employment obligations;

(vi)    willful and repeated failure to perform the duties associated with the Eligible Executive’s position, which failure has not been cured within thirty (30) days after STONERIDGE gives notice thereof to the Eligible Executive; or

(vii)   failure to cooperate with any STONERIDGE investigation or with any investigation, inquiry, hearing or similar proceedings by any governmental authority having jurisdiction over the Eligible Executive or STONERIDGE.

(d)          Change in Control: means the occurrence of any of the following events:

(i)       the Board of Directors or shareholders of STONERIDGE approve a consolidation or merger that results in the shareholders of STONERIDGE immediately prior to the transaction giving rise to the consolidation or merger, owning less than 50% of the total combined voting power of all classes of equity securities entitled to vote of the surviving entity immediately after the consummation of the transaction giving rise to the merger or consolidation;

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(ii)      the Board of Directors or shareholders of STONERIDGE approve the sale of substantially all of the assets of STONERIDGE or the liquidation or dissolution of STONERIDGE;

(iii)    any person or other entity (other than STONERIDGE or a subsidiary of STONERIDGE or any STONERIDGE employee benefit plan (including any trustee of any such plan acting in its capacity as trustee)) purchases any common shares (or securities convertible into common shares) pursuant to a tender or exchange offer without the prior consent of the Board or becomes the beneficial owner of securities of STONERIDGE representing 35% or more of the voting power of STONERIDGE’s outstanding securities; provided, however, any acquisition of 35% or more of the voting power of STONERIDGE’s outstanding securities resulting, directly or indirectly, from the sale or sales by members of the family of D.M. Draime, including, but not limited to, the spouse of D.M. Draime and D.M. Draime’s lineal descendants and their spouses and trusts for the benefit of any of the foregoing, with the prior consent of STONERIDGE’s Board shall not be a Change in Control; or

(iv)    during any period of two consecutive calendar years, individuals who at the beginning of such period constituted STONERIDGE’s Board (together with any new directors whose (x) election by STONERIDGE’s Board or (y) nomination for election by STONERIDGE’s shareholders was (prior to the date of the proxy or consent solicitation relating to such nomination) approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved), cease for any reason to constitute a majority of the directors then in office.

(e)          Director: For purposes of this Plan, a “Director” shall mean a member of the Board of Directors.

(f)           Involuntary Separation from Service: For purposes of this Plan, an “Involuntary Separation from Service” shall mean a Separation from Service due to the independent exercise by STONERIDGE (or any successor company) of the unilateral authority to terminate the Eligible Executive’s services, other than due to the Eligible Executive’s implicit or explicit request, where the Eligible Executive was willing and able to continue performing services.

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(g)           Separation from Service: For purposes of this Plan, a “Separation from Service” shall mean the Eligible Executive’s termination from employment with STONERIDGE and all Affiliates on account of the Eligible Executive’s death, retirement or other termination of employment, as determined in accordance with Section 409A of the Code.  An Eligible Executive will not be deemed to have experienced a Separation from Service if on military leave, sick leave or other bona fide leave of absence, to the extent such leave does not exceed a period of six months or, if longer, such longer period of time as is protected by either statute or contract.  An Eligible Executive will not be deemed to have experienced a Separation from Service if the Eligible Executive provides continuing services that average more than 20 percent of the services provided by the Eligible Executive to STONERIDGE or its Affiliates (whether as an employee or an independent contractor) during the immediately preceding 36-month period of services (or such shorter period of services to STONERIDGE and its Affiliates, if the Eligible Executive has provided services to STONERIDGE or its Affiliates for less than 36 months).  If an Eligible Executive provides services both as an employee and as an independent contractor of STONERIDGE, the Eligible Executive must cease providing services both as an employee and as an independent contractor to be treated as having experienced a Separation from Service. If an Eligible Executive ceases providing services as an independent contractor and begins providing services as an employee, or vice versa, the Eligible Executive will not be considered to have a Separation from Service until the Eligible Executive has ceased providing services in both capacities.  If an Eligible Executive provides services both as an employee of STONERIDGE and as a member of the Board of Directors, the services provided as a Director are not taken into account in determining whether the Eligible Executive has a Separation from Service under this Plan unless it is aggregated with any plan in which the Eligible Executive participates as a Director under Section 409A of the Code and the regulations thereunder.

Article 2

Eligibility For Severance Benefits

2.1         Eligibility:  A STONERIDGE officer or other key employee must satisfy all of the following conditions of this Plan in order to be eligible for Severance Benefits under this Plan:

(a)           STONERIDGE must have designated such officer or key employee as a person eligible to receive severance benefits by listing him or her on Exhibit A.  Such designation shall be at the sole and complete discretion of STONERIDGE, and status as a STONERIDGE officer alone shall not include the right to participate in this Plan;

(b)          The designated officer or key employee must experience an Involuntary Separation from Service from STONERIDGE for reasons other than (i) Cause, or (ii) following a leave of absence exceeding six months and without a return to active employment.

An officer and key employee who satisfies the foregoing conditions shall be deemed to be an “Eligible Executive” under the Plan.

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Article 3

Severance Benefits

3.1           Salary Continuation:  Subject to the terms of this Plan, an Eligible Executive shall be provided salary continuation for 12 months (except the Eligible Executive serving as STONERIDGE’s Chief Financial Officer shall receive 18 months) after the effective date of the Involuntary Separation from Service, payable in accordance with normal payroll practices (assuming the Code Section 409A Severance Limit described in Section 3.3 is not exceeded) and subject to normal tax withholding.  In the event that the total amount of Severance Benefits provided pursuant to this Article 3 exceeds the Code Section 409A Severance Limit described in Section 3.3, salary continuation benefits shall be payable in accordance with the Alternate Payment Timing provisions of Section 3.3.

3.2           Benefit Continuation:  Subject to the terms of this Plan, an Eligible Executive shall receive medical, dental and life insurance benefit continuation pursuant to COBRA for 12 months (except the Eligible Executive serving as STONERIDGE’s Chief  Financial Officer shall receive 18 months) after the effective date of the Separation from Service.  Such benefit continuation shall be at the same levels elected prior to the Eligible Executive’s Separation from Service, and STONERIDGE will pay (or reimburse, as applicable) any required medical and dental benefit contribution premiums on behalf of the Eligible Executive during this 12-month (or other applicable) period.  After such period, the Eligible Executive will be eligible for medical and dental benefit continuation under COBRA for the balance of the applicable COBRA period, subject to payment of COBRA rates by the Eligible Executive.  For life insurance benefit continuation, STONERIDGE will pay any required benefit contributions on behalf of the Eligible Executive during the initial 12-month (or other applicable) period; provided, however, that if the Eligible Executive is a Specified Employee (as defined under Section 3.5), such required premium contributions will not be paid by STONERIDGE until six months following Separation from Service (at which time all required premium contributions during such six-month period shall be reimbursed to the Eligible Executive in a single lump sum payment).  The Eligible Executive shall be responsible for paying any required benefit contributions during the six-month period immediately following his or her Separation from Service with respect to any benefits that are considered to provide for a deferral of compensation (as determined under Section 409A of the Code), including, without limitation, continuation of life insurance benefits.  Upon Separation from Service, the Eligible Executive’s rights, if any, to participate in any other STONERIDGE pension and welfare benefit plans not specifically addressed in this Plan shall be governed by the terms of those pension and welfare plans.

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3.3          Alternative Payment Timing:  In the event that (a) the aggregate amount of Severance Benefits provided under Sections 3.1 exceeds the lesser of two times (i) the Eligible Executive’s annualized compensation for the preceding calendar year, or (ii) the limit on compensation set forth in Section 401(a)(17) of the Code (the “Section 409A Severance Limit”), and (b) the Eligible Executive is a Specified Employee, payment of salary continuation benefits under Section 3.1 shall be temporarily reduced by such amount as is necessary to ensure that the Section 409A Severance Limit is not exceeded (the unpaid amount the “Section 409A Severance Reduction Amount”).  The Section 409A Severance Reduction Amount shall be paid to the Eligible Executive in a single lump sum payment six months following his or her Separation from Service. For purposes of this Plan, “Specified Employee” shall mean an Eligible Executive who meets the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the Treasury Regulations thereunder and disregarding Section 416(i)(5) of the Code). The identification of Specified Employees shall be conducted by the Plan Administrator using a method (x) reasonably designed to include all specified employees (as defined under Section 409A of the Code), (y) applying an objectively determinable standard providing no direct or indirect election by the Eligible Executive, and (z) resulting in no more than 200 Eligible Executives being treated as Specified Employees for any given date.

3.4          Notwithstanding the foregoing to the contrary, benefits described under this Section 3 shall not be provided to any Eligible Executive unless such Eligible Executive has executed and delivered to STONERIDGE a release, in form and substance reasonably satisfactory to STONERIDGE and similar to Exhibit B attached hereto.

Article 4

General Provisions

4.1         Other Plans:

(a)          Benefits received under this Plan will not be included in compensation or earnings for purposes of determining benefits, including pension benefits, under any other employee benefit plan of STONERIDGE.

(b)          Except as otherwise provided in this Plan, payment of benefits under this Plan will not adversely affect an Eligible Executive’s rights under any other employee benefit plan of STONERIDGE. An Eligible Executive’s rights under all other STONERIDGE pension or welfare benefit plans shall be governed by the terms of the plans in effect at the time of the Eligible Executive’s Separation from Service with STONERIDGE.

4.2         No Rights to Employment:  Nothing herein, or in any Letter Agreement offered or executed hereunder, or in oral discussions regarding this Plan, shall constitute a commitment for employment for any specified duration, or be deemed to limit STONERIDGE’s right or power to terminate the employment of any Eligible Executive.

4.3         No Right to Transfer or Assign Benefits:  Benefits under this Plan are intended for the exclusive benefit of Eligible Executives.  Present and future benefits cannot be subjected to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge (except as required by law), and any attempt to do so is null and void.

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4.4         Plan Administration:

(a)          The Plan constitutes an employee welfare benefit plan as defined by the Employee Retirement Income Security Act of 1974.  The Plan Administrator for the Plan is the Compensation Committee of the Board of Directors of STONERIDGE, INC., 9400 E. Market Street, Warren, Ohio 44484, (330) 856-2443 (the “Committee”).

(b)          Legal matters, including service of process, relating to the Plan should be addressed to STONERIDGE, INC. Corporate Secretary at the address shown above.

(c)          Records for the Plan are kept on a plan year basis, beginning January 1 and ending the following December 31.

(d)          For government reporting purposes, the Employer Identification Number for STONERIDGE is 34-1598949. In addition, the Plan is identified by the following official name and plan number:

Corporate Officers’ and Key Employee’s Severance Plan of STONERIDGE, INC. Plan Number:  ___

This Plan name and number should be used in any formal correspondence relating to the Plan.

4.5          Severability:  Any term or provision of this Plan which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such invalidity or unenforceability without thereby rendering invalid or unenforceable the remaining terms and provisions hereof or affecting the validity or enforceability of any of the terms or provisions of this Plan in any other jurisdiction.

4.6          Code Section 409A Compliance:  This Plan is intended to be operated in compliance with the provisions of Section 409A of the Code (including any rulings or regulations promulgated thereunder).  In the event that any provision of this Plan fails to satisfy the provisions of Section 409A of the Code, then such provision shall be reformed so as to comply with Section 409A of the Code and to preserve as closely as possible the intention of STONERIDGE in maintaining the Plan, to the extent practicable; provided that, in the event it is determined not to be feasible to so reform a provision of this Plan as it applies to a payment or benefit due to an Eligible Executive or his or her beneficiary(ies), such payment shall be made without complying with Section 409A of the Code.

4.7          Non-duplication of Benefits:  To the extent, and only to the extent, a payment or benefit that is to be paid or provided under Article 3 of this Plan has been or will be paid or provided for the same purpose under the terms of another applicable plan, program, agreement or arrangement, including, without limitation, any employment agreement with Eligible Executive, or under any Change in Control agreement to which Eligible Executive is subject, then the payment under this Plan shall be deemed to have been satisfied by the payment made or benefit(s) provided under such other applicable plan, program, agreement or arrangement, and under no circumstances shall Eligible Executive be eligible for duplicate overlapping or cumulative payments or benefits.

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Article 5

Claims Procedure

5.1         Claim:

(a)           An Eligible Executive need not present a formal claim in order to qualify for rights or benefits under this Plan.  However, if STONERIDGE fails to provide any benefit to which an Eligible Executive is entitled hereunder or if any Eligible Executive believes (i) that the Plan is not being administered or operated in accordance with its terms, (ii) that fiduciaries of the Plan have breached their duties, or (iii) that his or her own legal rights are being violated with respect to the Plan (a “claimant”), the claimant must file a formal written claim for benefits under the procedures set forth in this Article 5 and utilizing such forms and in such manner as the Plan Administrator shall prescribe. The procedures in this Article 5 shall apply to all claims that any person has with respect to the Plan, including claims against fiduciaries and former fiduciaries, except to the extent the Plan Administrator determines, in its sole discretion, that it does not have the power to grant, in substance, all relief reasonably being sought by the claimant.

(b)           A claim by any person shall be presented to the Committee in writing within 90 days following the date upon which the claimant (or his or her predecessor in interest) first knew (or should have known) of the facts upon which the claim is based, unless the Plan Administrator in writing consents otherwise.  The Committee shall, within 90 days of receiving the claim, consider the claim and issue his or her determination thereon in writing.  The Committee may extend the determination period for up to an additional 90 days by giving the claimant written notice.  If the claim is granted, the benefits or relief the claimant seeks will be provided.

5.2         Denial:  If the claim is wholly or partially denied, the Committee shall, within 90 days (or such longer period as described above), provide the claimant with written notice of the denial, setting forth, in a manner reasonably calculated to be understood by the claimant,

(a)           the specific reason or reasons for the denial,

(b)          specific references to pertinent Plan provisions upon which the denial is based,

(c)          a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why the additional material or information is necessary, and

(d)          a description of the Plan’s appeal procedures describing the steps to be taken by the claimant and time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under ERISA in the event of the denial of the appeal.

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With the consent of the claimant, this determination period can be extended further.  If the Committee fails to respond to the claim in a timely manner, the claimant may treat the claim as having been denied by the Committee.

5.3         Appeal:  Each claimant may appeal in writing the Committee’s denial of a claim (in whole or in part) to the Committee within 60 days after receipt by the claimant of written notice of the claim denial, or within 60 days after such written notice was due, if the written notice was not sent.  In connection with the review proceeding, the claimant or his or her duly authorized representative may review pertinent documents and may submit issues and comments in writing.  The claimant may include with the appeal such documents and other information as the claimant deems reasonable.  Any claims which the claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived.

5.4         Review Procedures:  The Committee shall adopt procedures pursuant to which claims shall be reviewed and may adopt different procedures for different claims without being bound by past actions.  Any procedures adopted, however, shall be designed to afford a claimant a full and fair review of his or her claim.

5.5         Final Decision:  The decision by the Committee upon review of an appeal shall be made not later than 60 days after the written appeal is received by the Committee, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the appeal, unless the claimant agrees to a greater extension of that deadline.

5.6         Form:  The decision by the Committee regarding the appeal following its review shall be in writing and shall be written in a manner reasonably calculated to be understood by the claimant.  In the event that the appeal is denied, the decision shall include at least the following information:

(a)           the specific reason or reasons for the denial of the appeal,

(b)           specific references to pertinent Plan provisions upon which the denial is based,

(c)           a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim and appeal, and

(d)           a statement describing the procedures for voluntary dispute resolution offered by the Plan (if any) and the claimant’s right to obtain information regarding such procedures, along with a statement of the claimant’s right to bring a civil action under ERISA.

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5.7         Legal Effect:  To the extent permitted by law, the decision of the Committee (if no appeal thereof is made as herein provided) or the decision of the Committee, as the case may be, shall be final and binding on all parties.  Any claims which the claimant does not pursue through the review and appeal stages of the procedures herein provided shall be deemed waived, finally and irrevocably.  No legal action for benefits under the Plan shall be brought unless and until the claimant has exhausted his or her remedies under this Article 5.  If, after exhausting the claims and appeal procedures, a claimant institutes any legal action against the Plan and/or STONERIDGE, the claimant may present only the evidence and theories which the claimant presented during the claims and appeal procedures.  Judicial review of the claimant’s denied claim shall be limited to a determination of whether the denial was arbitrary and capricious based on the evidence and theories which were presented to and considered by the Committee during the claims procedure or by the Committee during the appeal procedure.

5.8         Plan Interpretation:  The Plan Administrator shall administer the Plan in accordance with its terms and the intended meanings of the Plan and any other welfare or pension benefit plan of STONERIDGE. The Plan Administrator shall have the sole and absolute discretionary authority to make any findings of fact needed in the administration of the Plan.

5.9         Authority of Committee:  The Committee shall have the sole and absolute discretionary authority to interpret or construe the terms of the Plan, whether express or implied, and resolve any ambiguities, including but not limited to terms governing the eligibility of Executives and the administration of the Plan, and fashion any remedy which the Committee, in its sole judgment, deems appropriate.  The validity of any such finding of fact, interpretation, construction or decision shall not be afforded de novo review if challenged in court, by arbitration or in any other forum, and rather, shall be upheld unless clearly arbitrary or capricious.

5.10       Exercise of Discretion:  To the extent the Plan Administrator or the Committee has been granted discretionary authority under the Plan, such fiduciary’s prior exercise of such authority shall not obligate it to exercise its authority in a like fashion thereafter.

5.11       Intent:  If, due to errors in drafting, any Plan provision does not accurately reflect its intended meaning, as demonstrated by consistent interpretations or other evidence of intent, or as determined by the Committee in its sole and exclusive judgment, the provision shall be considered ambiguous and shall be interpreted by the Plan Administrator in a fashion consistent with its intent, as determined by the Committee in its sole discretion.  The Committee, without the need for Board of Directors’ approval, may amend the Plan retroactively to cure any such ambiguity.

5.12       Consistency:  This Article 5 may not be invoked by any person to require the Plan to be administered in a manner which is inconsistent with its interpretation by the Committee.

5.13       Final and Binding:  All actions taken and all determinations made in good faith by the Plan Administrator or by the Committee shall be final and binding upon all persons claiming any interest in or under the Plan.

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Article 6

The Plan and ERISA

6.1           ERISA Requirements:  “ERISA” — the Employee Retirement Income Security Act of 1974 — is a comprehensive law that sets standards and procedures for employee benefit plans.  As a participant in the Plan, you have certain rights under ERISA.

You have the right under ERISA to receive additional information regarding the Plan.  Specifically, you are entitled to:

· Examine without charge, at the Plan Administrator’s office or upon request at your local Human Resources Department, all documents governing the Plan and a copy of the latest annual report (Form 5500 series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.

· Obtain copies of all documents governing the operation of the Plan and other Plan information upon written request to the Plan Administrator (including copies of the latest annual report (Form 5500 series) and updated summary plan description (assuming that the Plan has been updated).  The Plan Administrator may make a reasonable charge for the copies.

· Receive a summary of the Plan’s annual financial report.  The Plan Administrator is required by law to furnish each participant with a copy of the summary annual report.

6.2           Prudent Actions By Plan Fiduciaries:  In addition to creating rights for participants, ERISA imposes duties upon the persons who are responsible for the operation of the Plan.  The persons who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so prudently in your interest and that of other participants and beneficiaries.  No one may fire you or otherwise discriminate against you in any way to prevent you from obtaining benefits or exercising your rights under ERISA.  If your claim for a benefit is denied in whole or in part, you must receive a written explanation of the reason for the denial.  You have the right to have your claim reviewed and reconsidered.  (See Article 5, above).

6.3           Enforce Your Rights:  Under ERISA, there are steps you can take to enforce the above rights.  For instance, if you request materials from the Plan Administrator and do not receive them within 30 days, you may file suit in a federal court.  In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the Plan Administrator’s control.  If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or federal court. If you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court.  The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees.  If you lose and the court finds that your claim is frivolous, the court may order you to pay these costs and fees.

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6.4           Assistance With Your Questions:  If you have any questions about the Plan, you should contact the Plan Administrator.  If you have any questions about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest area office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory, or you may contact the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution NW, Washington, D.C. 20210.  STONERIDGE supports both the spirit and letter of ERISA and is committed to assuring proper treatment and full disclosure of all pertinent information to plan participants.  It is the policy of STONERIDGE that no employee will be fired or discriminated against, either to prevent him or her from obtaining benefits or for exercising his or her rights under ERISA.

This Plan is hereby adopted and approved this 5th day of October, 2009.

STONERIDGE, INC.
By:	/s/ JOHN COREY
	John Corey
	President and Chief Executive Officer

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EXHIBIT A

ELIGIBLE EXECUTIVES

George E. Strickler, Executive Vice President, Chief Financial Officer and Treasurer

Mark J. Tervalon, Vice President and President of the Electronics Group

Thomas A. Beaver, Vice President of Global Sales and Systems Engineering

Michael D. Sloan, Vice President and President of the Control Devices Group

A-1

EXHIBIT B

RELEASE

As a condition to the payment of the benefits by STONERIDGE to Eligible Executive pursuant to this Plan, as described in Section 3.4, Eligible Executive shall deliver a signed release of claims against STONERIDGE.  Such release shall be delivered to Employer no later than sixty (60) days following a Separation From Service, shall be in a form and substance  satisfactory to STONERIDGE, and, if applicable, shall not be revoked by Eligible Executive, and must include the operative language substantially similar to the following:

In exchange for the payments set forth under the Corporate Officers’ and Key Employees’ Severance Plan of STONERIDGE, Inc. (“Severance Plan”), I and my heirs, personal representatives, successors and assigns, hereby forever release, remise and discharge STONERIDGE, Inc. (the “Employer”) and each of its past, present, and future officers, directors, shareholders, members, employees, trustees, agents, representatives, affiliates, successors and assigns (collectively the “Employer Released Parties”) from any and all claims, claims for relief, demands, actions and causes of action of any kind or description whatsoever, known or unknown, whether arising out of contract, tort, statute, treaty or otherwise, in law or in equity, which I now have, have had, or may hereafter have against any of the Employer Released Parties from the beginning of my employment with Employer to the date of this release, arising from, connected with, or in any way growing out of, or related to, directly or indirectly, (i) my employment by Employer, (ii) my service as an officer or key employee, as the case may be, of Employer, (iii) any transaction prior to the date of this release and all effects, consequences, losses and damages relating thereto, (iv) the services provided by me to Employer, or (v) my termination of employment with Employer under the common law or any federal or state statute, including, but not limited to, all claims arising under the Civil Rights Acts of 1866 and 1964, the Fair Labor Standards Act of 1938, the Equal Pay Act of 1963, the Age Discrimination in Employment Act of 1967, the Rehabilitation Act of 1973, the Older Workers Benefit Protection Act of 1990, the Americans with Disabilities Act of 1990, the Civil Rights Act of 1991, the Family and Medical Leave Act of 1993, the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), Title 4112 of the Ohio Revised Code, and all other federal or state laws governing employers and employees; provided, however, that nothing in this release will bar, impair or affect the obligations, covenants and agreements of Employer set forth in the Severance Plan.

If the release described in this Exhibit B, as Employer may reasonably modify in its discretion, is not timely delivered by Eligible Executive to Employer or, if applicable, is timely revoked by Executive, then no payment shall be made under this Severance Plan.

B-1

EX-99.2

Exhibit 99.2

October 5, 2009

PERSONAL & CONFIDENTIAL

John C. Corey

President and Chief Executive Officer

Stoneridge, Inc.

9400 E. Market Street

Warren, Ohio 44484

Re:          Retention Award

Dear John:

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 seeks to improve Company performance.

1.           Retention Award Amount.  Your award under this letter agreement (the “Retention Award”) is the amount of $640,000.

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 or by you “without cause” (as determined in accordance with your employment agreement with the Company) and such termination is deemed to be a “without cause” termination under your employment agreement, 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.

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.

(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 Steffanie Wyant, 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.

	Stoneridge, Inc.
By:	/s/ WILLIAM M. LASKY
	William M. Lasky
	Chairman of the Board

Accepted and agreed this

5th day of October, 2009

/s/ JOHN C. COREY

John C. Corey

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EX-99.3

Exhibit 99.3

Retention Award between Stoneridge, Inc. and George E. Strickler, Mark J. Tervalon,

Thomas A. Beaver and Michael D. Sloan

October 5, 2009

PERSONAL & CONFIDENTIAL

_____________

_____________

Stoneridge, Inc.

9400 E. Market Street

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 Steffanie Wyant, 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.

Stoneridge, Inc.
By:
	William M. Lasky
	Chairman of the Board

Accepted and agreed this

5th day of October, 2009

[name]

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