0001144204-11-027607 Sample Contracts

STONERIDGE, INC. AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN
Restricted Shares Grant Agreement • May 10th, 2011 • Stoneridge Inc • Motor vehicle parts & accessories

Stoneridge, Inc., an Ohio corporation (the “Company”), pursuant to the terms and conditions hereof, hereby grants to ___________ (“Grantee”) _______ 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.

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STONERIDGE, INC. LONG-TERM CASH INCENTIVE PLAN
Share Grant Agreement • May 10th, 2011 • Stoneridge Inc • Motor vehicle parts & accessories

If EPS for the 2011 calendar year equals or exceeds $0.93 (the “2011 Maximum Threshold’), then all _____ Phantom Shares shall vest conditionally, contingent upon Grantee’s continued employment with the Company through the Vesting Date.

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