Exhibit 4.1
The following directors have executed the following form of option agreement:
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FORM OF DIRECTORS' OPTION PLAN
SHARE OPTION AGREEMENT
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THIS AGREEMENT, made as of the 7th day of May, 2001, by and between
Stoneridge, Inc., an Ohio corporation (the "Company"), and _________________, an
individual (the "Holder"),
W I T N E S S E T H :
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WHEREAS, the Company desires to grant the Holder, a member of the
Board of Directors of the Company, an option to purchase 10,000 Common Shares,
without par value, of the Company (the "Shares"); and
WHEREAS, the Holder desires to accept that grant;
NOW, THEREFORE, in consideration of the mutual covenants herein set
forth, the parties hereto hereby agree as follows:
1. Grant of Option. The Company does hereby irrevocably grant to the
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Holder, and the Holder does hereby accept, the right and option (the "Option")
to purchase, at the option of the Holder, 10,000 Shares at an exercise price of
$8.40 per Share, upon and subject to the other terms and conditions hereof.
Notwithstanding the foregoing, if at any time or from time to time the number of
Common Shares of the Company is increased or decreased, or the Common Shares of
the Company are changed into or exchanged for a different number or kind of
shares or other securities of the Company or of another corporation (whether as
a result of a share split, share dividend, combination or exchange of shares,
exchange for other securities, reclassification, reorganization, redesignation,
merger, consolidation, recapitalization or otherwise), then (i) there shall
automatically be substituted for each Share for which the Option has not been
exercised the number and kind of shares or other securities into which each
outstanding share shall be changed or for which each such share shall be
exchanged, and (ii) the option price per Share shall be increased or decreased
proportionately so that the aggregate purchase price for the Shares subject to
the Option shall remain the same as immediately prior to that event. In
addition to the foregoing, the Company is entitled in the event of any such
increase, decrease or exchange to make adjustments to this Agreement (including
adjustments which may provide for the elimination of fractional shares), when
necessary to preserve the terms and conditions hereof.
2. Term of the Option. The Option is exercisable, in whole or in
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part, on or after the first anniversary of the date hereof. Shares for which
the Option has become exercisable are referred to herein as "Vested Shares," and
Shares for which the Option has not become exercisable are referred to herein as
"Unvested Shares." The Option terminates on the tenth anniversary of the date
hereof and must be exercised, if at all, on or before that date and is not
thereafter exercisable, notwithstanding anything herein to the contrary.
Notwithstanding anything contained herein to the contrary, it shall be a
condition to the Holder's right to exercise the Option with respect to any
Vested Shares that there shall have been
filed with the Securities and Exchange Commission an effective registration
statement on Form S-8 (or such other form as the Company may deem appropriate)
with respect to the Shares receivable upon exercise of the Option.
3. Exercise. (i) Subject to the other terms and conditions hereof,
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the Option is exercisable, provided payment is made as provided below, from time
to time by written notice to the Company (in the form required by the Company,
the covenants and substantive provisions of which are hereby made part of this
Agreement), which shall:
(a) state that the Option is thereby being exercised, the
number of Shares with respect to which the Option is being exercised,
each person in whose name any certificates for the Shares should be
registered and that person's address and social security number;
(b) be signed by the person or persons entitled to exercise
the Option and, if the Option is being exercised by anyone other than
the Holder, be accompanied by proof satisfactory to counsel for the
Company of the right of that person or persons to exercise the Option
under all applicable laws and regulations; and
(c) be accompanied by such representations, warranties or
agreements with respect to the investment intent of the person or
persons exercising the Option as the Company may reasonably request,
in form and substance satisfactory to counsel for the Company.
(ii) Payment of the Option price may be made, in the discretion of
the person exercising the Option, by full payment of the option price in cash or
by check, or, with the consent of the Company, in whole or in part by a
surrender of previously acquired Common Shares of the Company having a Fair
Market Value (as defined below) on the date of exercise equal to that portion of
the purchase price for which payment in cash or check is not made. The latter
of the dates on which that notice and payment are received by the Company
constitutes the date of exercise of the Option; and
(iii) For purposes hereof, the "Fair Market Value" of a Common Share
as of any date shall be; (a) the closing price of a Common Share on the
principal exchange on which the Common Shares are then trading, if any, on the
day immediately prior to that date, or if Common Shares were not traded on that
prior day, then on the next preceding trading day during which a sale occurred
(the applicable trading day, the "Trade Date"); or (b) if Common Shares are not
traded on an exchange but are quoted on NASDAQ or a successor quotation system,
(1) the last sale price (if Common Shares are then listed as a National Market
Issue under the NASD National Market System) on the Trade Date; or (2) if Common
Shares are not then so listed, the mean between the closing representative bid
and asked prices for Common Shares on the Trade Date as reported by NASDAQ or
that successor quotation system; or (3) if Common Shares are not publicly traded
on an exchange and not quoted on NASDAQ or a successor quotation system, the
mean between the closing bid and asked prices for Common Shares, on the Trade
Date, as determined in good faith by the Board of Directors; or (4) if Common
Shares are not publicly traded, the fair market value established by the Board
of Directors of the Company acting in good faith.
(iv) As a condition to the exercise of the Option and the obligation
of the Company to issue Shares upon the exercise thereof, the proposed recipient
of the Shares shall make any representation or warranty necessary to comply with
any applicable law or regulation or to confirm any factual matter reasonably
requested by the Company or its counsel.
(v) Upon exercise of the Option and the satisfaction of all
conditions thereto, the Company shall deliver a certificate or certificates for
the applicable Shares to the person or persons and at the time specified above
upon receipt of payment for those Shares as set forth above.
4. Death and Disability. Upon the death or permanent and total
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disability of the Holder, the Option must be exercised, if at all, within the
period ending on the first anniversary of that death or permanent and total
disability. In the case of death, the Option may be exercised only by the
Holder's estate or the person designated by the Holder by will, or as otherwise
designated by the laws of descent and distribution. Notwithstanding the
foregoing, in no event may the Option be exercisable after May 7, 2011, and it
may be exercised after the Holder's death only with respect to Shares which were
Vested Shares at the time of the Holder's death. For purposes hereof,
"permanent and total disability" means a permanent and total disability as
defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended
(the "Code").
5. Transferability. The Option and the Holder's rights therein are
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not transferable by the Holder, except upon the death of the Holder as provided
in Paragraph 4. The Option is exercisable (subject to any other applicable
restrictions on exercise) only by the Holder (or any guardian or other legal
representative duly appointed for the Holder) for the Holder's own account,
except in the event of the Holder's death or permanent and total disability as
provided in Paragraph 4.
6. Taxes. The Holder hereby agrees to pay to the Company any
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federal, state or local taxes of any kind that may be required by law to be
withheld and remitted by the Company with respect to the Option and the exercise
thereof. If the Holder does not make any such payment to the Company, the
Company, to the extent required or permitted by law, may withhold from any
payment of any kind otherwise due to the Holder from the Company, any federal,
state or local taxes of any kind required by law to be withheld with respect to
the Option or the Shares that are the subject of the Option. The Company, in
its sole discretion, may permit the Holder to pay those taxes through the
withholding of Shares otherwise deliverable to the Holder upon exercise of the
Option or the delivery to the Company of Common Shares otherwise acquired by the
Holder. The fair market value of Common Shares withheld by the Company or
tendered to the Company for the satisfaction of any tax withholding obligations
determined to exist under this Paragraph 6 will be determined on the date on
which those Common Shares are withheld or tendered.
7. Intent. The Option does not, and is not intended to, qualify as
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an "Incentive Stock Option" for purposes of Section 422A(b) of the Code. The
Option is to be construed and exercised consistent with this Paragraph 7.
8. Securities Law Compliance. Notwithstanding any provision of this
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Agreement to the contrary, the Option is not exercisable unless, at the time the
Holder attempts to exercise the Option, in the opinion of counsel for the
Company, all applicable securities laws, rules and regulations have been
complied with. The Holder agrees that the Company may impose such restrictions
on the Shares as are deemed advisable by the Company, including, without
limitation, restrictions relating to listing or trading requirements. The
Holder further agrees that certificates representing the Shares may bear such
legends and statements as the Company considers appropriate or advisable to
assure, among other things, compliance with applicable securities laws, rules
and regulations.
9. Rights of the Holder. The granting of the Option does not confer
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any right on the Holder to continue as a director of the Company. The Holder
has no dividend, voting or other rights of a shareholder with respect to the
Shares that are subject to the Option prior to the purchase of those Shares upon
exercise of the Option and the execution and delivery of all other documents and
instruments considered necessary or desirable by the Company in connection
therewith.
10. Miscellaneous. This Agreement shall be governed by and construed
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in accordance with the laws of the State of Ohio.
IN WITNESS WHEREOF, the parties have subscribed their names hereto as
of the date first above written.
Stoneridge, Inc., an Ohio corporation
By: ______________________________
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Chief Financial Officer
The foregoing Option is
hereby accepted.
________________________________
(Signature)
