Exhibit 4.1


 


Standard Motor Products, Inc.


Amended and Restated 2016
Omnibus Incentive Plan


 


Effective May 21, 2021


 






     


     


    

 


	Article 1.   Establishment, Purpose, and Duration	1
	Article 2.   Definitions	2
	Article 3.   Administration	8
	Article 4.   Shares Subject to this Plan and Maximum Awards	9
	Article 5.   Eligibility and Participation	11
	Article 6.   Stock Options	11
	Article 7.   Stock Appreciation Rights	13
	Article 8.   Restricted Stock and Restricted Stock Units	15
	Article 9.   Performance Units/Performance Shares	16
	Article 10.   Cash-Based Awards and Other Stock-Based Awards	17
	Article 11.   Transferability of Awards	18
	Article 12.   Performance Measures	18
	Article 13.   Nonemployee Director Awards	21
	Article 14.   Dividend Equivalents	21
	Article 15.   Beneficiary Designation	21
	Article 16.   Rights of Participants	21
	Article 17.   Change of Control	22
	Article 18.   Amendment, Modification, Suspension, and Termination	23
	Article 19.   Withholding	24
	Article 20.   Successors	24
	Article 21.   General Provisions	24



 






     


     


    

 


Standard
Motor Products, Inc.

Amended and Restated 2016 Omnibus Incentive Plan


 


Article
1.                 Establishment, Purpose,
and Duration


 


1.1             
Establishment. Standard Motor Products, Inc., a New York corporation (hereinafter referred to as the “Company”),
establishes this incentive compensation plan to be known as the Standard Motor Products, Inc. Amended and Restated 2016 Omnibus Incentive
Plan (hereinafter referred to as the “Plan”), as set forth in this document.


 


This Plan permits the grant of Nonqualified Stock
Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance
Units, Cash-Based Awards, and Other Stock-Based Awards.


 


Upon its effectiveness, the Plan shall supersede
the Existing Equity Plan (as defined herein), to the extent the Existing Equity Plan is still in effect, such that no further awards shall
be made under the Existing Equity Plan. This Plan shall not, in any way, affect awards under the Existing Equity Plan that are outstanding
as of the Effective Date. If the Company’s shareholders do not approve this Plan, no Awards will be made under this Plan.


 


The 2016 Omnibus Plan Incentive Plan was originally
approved by the Company’s shareholders and became effective on May 19, 2016 (the “Effective Date”). The Plan, as amended
and restated herein, shall be effective as of May 21, 2021, subject to approval by the Company’s shareholders. The purpose of this
amendment and restatement is to (i) increase the number of Shares available for issuance hereunder by 950,000; (ii) adjust the number
of shares available for issuance to Nonemployee Directors from 250,000 to 300,000, and (iii) revise the Plan in response to changes in
applicable federal tax laws. The Plan shall remain in effect as provided in Section 1.3 hereof.


 


1.2             
Purpose of this Plan. The purpose of this Plan is to provide a means whereby Employees, Directors, and Third Party Service
Providers develop a sense of proprietorship and personal involvement in the development and financial success of the Company, and to encourage
them to devote their best efforts to the business of the Company, thereby advancing the interests of the Company and its shareholders.
A further purpose of this Plan is to provide a means through which the Company may attract able individuals to become Employees or serve
as Directors or Third Party Service Providers and to provide a means whereby those individuals upon whom the responsibilities of the successful
administration and management of the Company are of importance, can acquire and maintain stock ownership, thereby strengthening their
concern for the welfare of the Company.


 


1.3             
Duration of this Plan. Unless sooner terminated as provided herein, this Plan shall terminate ten (10) years from the
Effective Date. After this Plan is terminated, no Awards may be granted but Awards previously granted shall remain outstanding in accordance
with their applicable terms and conditions and this Plan’s terms and conditions. Notwithstanding the foregoing, no Incentive Stock
Options may be granted more than ten (10) years after the earlier of (a) adoption of this Plan by the Board, or (b) the Effective Date.


 






     


     


    

 


Article
2.                 Definitions


 


Whenever used in this Plan, the following terms
shall have the meanings set forth below, and when the meaning is intended, the initial letter of the word shall be capitalized.


 


		2.1	“Affiliate” shall mean any corporation or other entity (including, but not limited to, a partnership or a limited
liability company), that is affiliated with the Company through stock or equity ownership or otherwise, and is designated as an Affiliate
for purposes of this Plan by the Committee.



 


		2.2	“Annual Award Limit” or “Annual Award Limits” have the meaning set forth in Section 4.3.



 


		2.3	“Award” means, individually or collectively, a grant under this Plan of Nonqualified Stock Options, Incentive
Stock Options, SARs, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Cash-Based Awards, or Other Stock-Based
Awards, in each case subject to the terms of this Plan.



 


		2.4	“Award Agreement” means either (i) a written agreement entered into by the Company and a Participant setting forth
the terms and provisions applicable to an Award granted under this Plan, or (ii) a written or electronic statement issued by the Company
to a Participant describing the terms and provisions of such Award, including any amendment or modification thereof. The Committee may
provide for the use of electronic, internet or other non-paper Award Agreements, and the use of electronic, internet or other non-paper
means for the acceptance thereof and actions thereunder by a Participant.



 


		2.5	“Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such term in
Rule 13d-3 of the General Rules and Regulations under the Exchange Act.



 


		2.6	“Board” or “Board of Directors” means the Board of Directors of the Company.



 


		2.7	“Cash-Based Award” means an Award, denominated in cash, granted to a Participant as described in Article 10.



 


		2.8	“Cause” means, unless otherwise specified in an Award Agreement or in an applicable employment agreement (or similar
agreement) between the Company, or an Affiliate, and a Participant, with respect to any Participant, as determined by the Committee in
its sole discretion:



 


		(a)	Willful failure to substantially perform his or her duties as an Employee (for reasons other than physical or mental illness) or Director
after reasonable notice to the Participant of that failure;



 






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		(b)	Misconduct that materially injures the Company or any Subsidiary or Affiliate;



 


		(c)	Conviction of, or entering into a plea of nolo contendere to, a felony; or



 


		(d)	Material breach of any written covenant or agreement with the Company or any Subsidiary or Affiliate.



 


		2.9	“Change of Control” means the occurrence of any one of the following events with respect to the Company:



 


		(a)	The acquisition by any Person of Beneficial Ownership of thirty percent (30%) or more of the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of Directors (the “Outstanding Company Voting Securities”);
provided, however, that for purposes of this Section 2.9, the following acquisitions shall not constitute a Change of Control: (i) any
acquisition by a Person who on the Effective Date is the Beneficial Owner of thirty percent (30%) or more of the Outstanding Company Voting
Securities, (ii) any acquisition directly from the Company, including without limitation, a public offering of securities, (iii) any acquisition
by the Company, (iv) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of
its subsidiaries, or (v) any acquisition by any corporation pursuant to a transaction which complies with subparagraphs (i), (ii), and
(iii) of Section 2.9(c); provided, however, the acquisition by any Person of Beneficial Ownership of thirty percent (30%) or more of the
combined voting power shall not constitute a Change of Control if Standard Motor Products, Inc. maintains a Beneficial Ownership of more
than fifty percent (50%) of the then-outstanding voting securities of the Company entitled to vote generally in the election of Directors;



 


		(b)	Individuals who constitute the Board as of the Effective Date hereof (the “Incumbent Board”) cease for any reason to constitute
at least a majority of the Board during any 12-month period, provided that any individual becoming a Director subsequent to the Effective
Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of
the Directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board;



 


		(c)	Consummation of a reorganization, merger, or consolidation to which the Company is a party (a “Business Combination”),
in each case unless, following such Business Combination all or substantially all of the individuals and entities who were the Beneficial
Owners of Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly,
more than fifty percent (50%) of the combined voting power of the outstanding voting securities entitled to vote generally in the election
of directors of the corporation resulting from the Business Combination (including, without limitation, a corporation which as a result
of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more
subsidiaries); or



 






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		(d)	Any one Person, or more than one Person acting as a group, acquires (or has acquired during the 12-month period ending on the date
of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or
more than 40 percent of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition(s);
provided, however, that a transfer of assets by the Company is not treated as a Change of Control if the assets are transferred to (A)
a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty
percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company; (C) a Person, or more
than one Person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of
all outstanding stock of the Company; or (D) an entity, at least fifty percent (50%) of the total value or voting power of which is owned,
directly or indirectly, by a person described in the previous subsection (C). For purposes of this paragraph, (1) gross fair market value
means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities
associated with such assets, and (2) a Person’s status is determined immediately after the transfer of the assets.



 


		2.10	“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time. For purposes of this Plan, references
to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision.



 


		2.11	“Committee” means the Compensation and Management Development Committee of the Board or a subcommittee thereof,
or any other committee designated by the Board to administer this Plan. The members of the Committee shall (i) be appointed from time
to time by and shall serve at the discretion of the Board, and (ii) consist of “non-employee directors” as defined in Section
16 of the Exchange Act. If the Committee does not exist or cannot function for any reason, the Board may take any action under the Plan
that would otherwise be the responsibility of the Committee.



 


		2.12	“Company” or “Corporation” means Standard Motor Products, Inc., a New York corporation, and any successor
thereto as provided in Article 20 herein.



 






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		2.13	“Covered Employee” means any salaried Employee who is or may become a “covered employee,” as defined
in Code Section 162(m) and who is designated by the Committee as a Covered Employee under this Plan for such applicable Performance Period,
either as an individual Employee or class of Employees.



 


		2.14	“Director” means any individual who is a member of the Board of Directors of the Company.



 


		2.15	“Disability” or “Disabled” means that an individual is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected
to last for a continuous period of not less than 12 months, or is, by reason of any medically determinable physical or mental impairment
that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.



 


		2.16	“Effective Date” has the meaning set forth in Section 1.1.



 


		2.17	“Employee” means any individual performing services for the Company, an Affiliate, or a Subsidiary and designated
as an employee of the Company, its Affiliates, and/or its Subsidiaries on the payroll records thereof. An Employee shall not include any
individual during any period he or she is classified or treated by the Company, Affiliate, and/or Subsidiary as an independent contractor,
a consultant, or any employee of an employment, consulting, or temporary agency or any other entity other than the Company, Affiliate,
and/or Subsidiary, without regard to whether such individual is subsequently determined to have been, or is subsequently retroactively
reclassified as a common-law employee of the Company, Affiliate, and/or Subsidiary during such period.



 


		2.18	“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.



 


		2.19	“Existing Equity Plan” means the Standard Motor Products, Inc. 2006 Omnibus Incentive Plan, as amended.



 


		2.20	“Fair Market Value” or “FMV” means, on any given date, the closing price of a Share as reported
on the New York Stock Exchange (“NYSE”) on such date, or if Shares were not traded on NYSE on such day, then on the next preceding
day that Shares were traded on NYSE; in the event Shares are traded only on an exchange other than NYSE, references herein to NYSE shall
mean such other exchange.



 


		2.21	“Full Value Award” means an Award other than in the form of an ISO, NQSO, or SAR, and which is settled by the issuance
of Shares.



 


		2.22	“Grant Date” means the date an Award is granted to a Participant pursuant to the Plan.



 






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		2.23	“Grant Price” means the price established at the time of grant of an SAR pursuant to Article 7, used to determine
whether there is any payment due upon exercise of the SAR.



 


		2.24	“Incentive Stock Option” or “ISO” means an Option to purchase Shares granted under Article 6
to an Employee and that is designated as an Incentive Stock Option and that is intended to meet the requirements of Code Section
422, or any successor provision.



 


		2.25	“Insider” shall mean an individual who is, on the relevant date, an officer or Director of the Company, or a more
than ten percent (10%) Beneficial Owner of any class of the Company’s equity securities that is registered pursuant to Section 12
of the Exchange Act, as determined by the Board in accordance with Section 16 of the Exchange Act.



 


		2.26	“Net Income” means the consolidated net income before taxes for the Plan Year, as reported in the Company’s
annual report to shareholders or as otherwise reported to shareholders.



 


		2.27	“Nonemployee Director” means a Director who is not an Employee.



 


		2.28	“Nonemployee Director Award” means any NQSO, SAR, or Full Value Award granted, whether singly, in combination,
or in tandem, to a Participant who is a Nonemployee Director pursuant to such applicable terms, conditions, and limitations as the Board
or Committee may establish in accordance with this Plan.



 


		2.29	“Nonqualified Stock Option” or “NQSO” means an Option that is not intended to meet the
requirements of Code Section 422, or that otherwise does not meet such requirements.



 


		2.30	“Option” means an Incentive Stock Option or a Nonqualified Stock Option, as described in Article 6.



 


		2.31	“Option Price” means the price at which a Share may be purchased by a Participant pursuant to an Option.



 


		2.32	“Other Stock-Based Award” means an equity-based or equity-related Award not otherwise described by the terms of
this Plan, granted pursuant to Article 10.



 


		2.33	“Participant” means any eligible individual as set forth in Article 5 to whom an Award is granted.



 


		2.34	“Performance-Based Compensation” means compensation under an Award that is subject to performance-based criteria
as a component of the Award.



 






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		2.35	“Performance Measures” means measures as described in Article 12 on which the performance goals are based and which
are approved by the Company’s shareholders pursuant to this Plan.



 


		2.36	“Performance Period” means the period of time during which the performance goals must be met in order to determine
the degree of payout and/or vesting with respect to an Award which period may not be less than one (1) year, or, if less than one (1)
year, such period of time designated by the Committee.



 


		2.37	“Performance Share” means an Award under Article 9 herein and subject to the terms of this Plan, denominated
in Shares, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria
have been achieved.



 


		2.38	“Performance Unit” means an Award under Article 9 herein and subject to the terms of this Plan, denominated in
units, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria
have been achieved.



 


		2.39	“Period of Restriction” means the period when Restricted Stock or Restricted Stock Units are subject to a substantial
risk of forfeiture (based on the passage of time, the achievement of performance goals, or upon the occurrence of other events as determined
by the Committee, in its discretion), as provided in Article 8.



 


		2.40	“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections
13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.



 


		2.41	“Plan” means this Standard Motor Products, Inc. Amended and Restated 2016 Omnibus Incentive Plan.



 


		2.42	“Plan Year” means the calendar year.



 


		2.43	“Restricted Stock” means an Award granted to a Participant pursuant to Article 8.



 


		2.44	“Restricted Stock Unit” means an Award granted to a Participant pursuant to Article 8, except no Shares are actually
awarded to the Participant on the Grant date.



 


		2.45	“Share” means a share of common stock of the Company, $2.00 par value per share.



 


		2.46	“Stock Appreciation Right” or “SAR” means an Award, designated as an SAR, pursuant to the terms
of Article 7 herein.



 






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		2.47	“Subsidiary” means any corporation or other entity, whether domestic or foreign, in which the Company has or obtains,
directly or indirectly, a proprietary interest of more than fifty percent (50%) by reason of stock ownership or otherwise.



 


		2.48	“Third Party Service Provider” means any consultant, agent, advisor, or independent contractor who renders services
to the Company, a Subsidiary, or an Affiliate that (a) are not in connection with the offer and sale of Company’s securities in
a capital raising transaction, and (b) do not directly or indirectly promote or maintain a market for the Company’s securities.



 


Article
3.                 Administration


 


3.1             
General. The Committee shall be responsible for administering this Plan, subject to this Article 3 and the other provisions
of this Plan. The Committee may employ attorneys, consultants, accountants, agents, and other individuals, any of whom may be an Employee,
and the Committee, the Company, and its officers and Directors shall be entitled to rely upon the advice, opinions, or valuations of any
such individuals. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the
Participants, the Company, and all other interested individuals.


 


3.2             
Authority of the Committee. The Committee shall have full and exclusive discretionary power to interpret the terms and
the intent of this Plan and any Award Agreement or other agreement or document ancillary to or in connection with this Plan, to determine
eligibility for Awards and to adopt such rules, regulations, forms, instruments, and guidelines for administering this Plan as the Committee
may deem necessary or proper. Such authority shall include, but not be limited to, selecting Award recipients, establishing all Award
terms and conditions, including the terms and conditions set forth in Award Agreements, granting Awards as an alternative to or as the
form of payment for grants or rights earned or due under compensation plans or arrangements of the Company, construing any ambiguous provision
of the Plan or any Award Agreement, and, subject to Article 18, adopting modifications and amendments to this Plan or any Award Agreement,
including without limitation, any that are necessary to comply with the laws of the countries and other jurisdictions in which the Company,
its Affiliates, and/or its Subsidiaries operate.


 


3.3             
Delegation. The Committee may delegate to one or more of its members or to one or more officers of the Company, and/or
its Subsidiaries and Affiliates or to one or more agents or advisors such administrative duties or powers as it may deem advisable, and
the Committee or any individuals to whom it has delegated duties or powers as aforesaid may employ one or more individuals to render advice
with respect to any responsibility the Committee or such individuals may have under this Plan. The Committee may, by resolution, authorize
one or more officers of the Company to do one or both of the following on the same basis as can the Committee: (a) designate Employees
to be recipients of Awards and (b) determine the size of any such Awards; provided, however, (i) the Committee shall not delegate such
responsibilities to any such officer for Awards granted to an Employee who is considered an Insider; (ii) the resolution providing such
authorization sets forth the total number of Awards such officer(s) may grant; and (iii) the officer(s) shall report periodically to the
Committee regarding the nature and scope of the Awards granted pursuant to the authority delegated.


 






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Article
4.                 Shares Subject to this
Plan and Maximum Awards


 


4.1       
      Number of Shares Available for Awards and Maximum Amount of Non-Share Awards.


 


Subject to adjustment as provided in Section 4.4:


 


		(a)	The maximum number of Shares available for issuance to Participants under this Plan, inclusive of Shares issued and Shares underlying
then outstanding Awards granted on or after the Effective Date, is two million fifty thousand (2,050,000) Shares (the “Share Authorization”).



 


		(b)	The maximum aggregate number of Shares of the Share Authorization that may be issued pursuant to ISOs or SARs under this Plan shall
be two million fifty thousand (2,050,000).



 


		(c)	The maximum number of Shares of the Share Authorization that may be issued as Full Value Awards under this Plan shall be two million
fifty thousand (2,050,000).



 


		(d)	The maximum number of Shares of the Share Authorization that may be issued to Nonemployee Directors pursuant to Nonemployee Director
Awards shall be three hundred thousand (300,000) Shares, and no Nonemployee Director may receive Nonemployee Director Awards subject to
more than ten thousand (10,000) Shares in any Plan Year.



 


4.2             
Share Usage. Shares covered by an Award shall only be counted as used to the extent they are actually issued. With respect
to Options and SARs, the number of Shares available for Awards under the Plan pursuant to Section 4.1, shall be reduced by one Share for
each Share covered by such Award or to which such Award relates. Awards that do not entitle the holder thereof to receive or purchase
Shares shall not be counted against the aggregate number of Shares available for Awards under the Plan. In addition, any Shares related
to Awards which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such Shares, are settled in cash
in lieu of Shares, or are exchanged with the Committee’s permission, prior to the issuance of Shares, for Awards not involving Shares,
shall be available again for grant under this Plan. In no event, however, will the following Shares again become available for Awards
or increase the number of Shares available for grant under the Plan: (i) Shares tendered by the Participant in payment of the exercise
price of an Option; (ii) Shares withheld from exercised Awards for tax withholding purposes; (iii) Shares subject to a SAR that are not
issued in connection with the settlement of that SAR; and (iv) Shares repurchased by the Company with proceeds received from the exercise
of an Option. The Shares available for issuance under this Plan may be authorized and unissued Shares or treasury Shares.


 






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4.3             
Annual Award Limits. Unless and until the Committee determines that an Award to a Covered Employee shall not be designed
to qualify as Performance-Based Compensation, the following limits (each an “Annual Award Limit” and, collectively, “Annual
Award Limits”), as adjusted pursuant to Sections 4.4 and/or 19.2, shall apply to grants of such Awards under this Plan:


 


		(a)	Options: The maximum aggregate number of Shares subject to Options granted in any one Plan Year to any one Participant shall
be twenty-five thousand (25,000).



 


		(b)	SARs: The maximum number of Shares subject to SARs granted in any one Plan Year to any one Participant shall be twenty-five
thousand (25,000).



 


		(c)	Restricted Stock or Restricted Stock Units: The maximum aggregate grant with respect to Awards of Restricted Stock or
Restricted Stock Units in any one Plan Year to any one Participant shall be ten thousand (10,000).



 


		(d)	Performance Units or Performance Shares: The maximum aggregate Award of Performance Units or Performance Shares that
a Participant may receive in any one Plan Year shall be ten thousand (10,000) Shares, or equal to the value of ten thousand (10,000) Shares,
determined as of the date of grant, as applicable.



 


		(e)	Cash-Based Awards: The maximum aggregate amount awarded or credited with respect to Cash-Based Awards to any one Participant
in any one Plan Year may not exceed the greater of one million dollars ($1,000,000) or the value of twenty-five thousand (25,000) Shares,
determined as of the date of grant, as applicable.



 


		(f)	Other Stock-Based Awards: The maximum aggregate grant with respect to Other Stock-Based Awards pursuant to Section 10.2 in
any one Plan Year to any one Participant shall be twenty-five thousand (25,000) Shares.



 


4.4             
Adjustments in Authorized Shares. In the event of any corporate event or transaction (including, but not limited to,
a change in the Shares of the Company or the capitalization of the Company) such as a merger, consolidation, reorganization, recapitalization,
separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution
of stock or property of the Company, combination of Shares, exchange of Shares, dividend in kind, or other like change in capital structure,
number of outstanding Shares or distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate
event or transaction, the Committee, in its sole discretion, in order to prevent dilution or enlargement of Participants’ rights
under this Plan, shall substitute or adjust, as applicable, the number and kind of Shares that may be issued under this Plan or under
particular forms of Awards, the number and kind of Shares subject to outstanding Awards, the Option Price or Grant Price applicable to
outstanding Awards, the Annual Award Limits, and other value determinations applicable to outstanding Awards.


 






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The Committee, in its sole discretion, may also
make appropriate adjustments in the terms of any Awards under this Plan to reflect or relate to such changes or distributions and to modify
any other terms of outstanding Awards, including modifications of performance goals and changes in the length of Performance Periods.
The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this
Plan.


 


Subject to the provisions of Article 18 and notwithstanding
anything else herein to the contrary, without affecting the number of Shares reserved or available hereunder, the Committee may authorize
the issuance or assumption of benefits under this Plan in connection with any merger, consolidation, acquisition of property or stock,
or reorganization upon such terms and conditions as it may deem appropriate (including, but not limited to, a conversion of equity awards
into Awards under this Plan in a manner consistent with paragraph 53 of FASB Interpretation No. 44), subject to compliance with the rules
under Code Sections 422 and 424, as and where applicable.


 


Article
5.                   Eligibility and Participation


 


5.1             
Eligibility. Individuals eligible to participate in this Plan include all Employees, Directors, and Third Party Service
Providers.


 


5.2             
Actual Participation. Subject to the provisions of this Plan, the Committee may, from time to time, select from all
eligible individuals, those individuals to whom Awards shall be granted and shall determine, in its sole discretion, the nature of any
and all terms permissible by law, and the amount of each Award.


 


Article
6.                 Stock Options


 


6.1             
Grant of Options. Subject to the terms and provisions of this Plan, Options may be granted to Participants in such number,
and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion; provided
that ISOs may be granted only to Employees of the Company, a parent, or Subsidiary (as permitted under Code Sections 422 and 424).


 


6.2             
Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the
maximum duration of the Option, the number of Shares to which the Option pertains, the conditions upon which an Option shall become vested
and exercisable, and such other provisions as the Committee shall determine which are not inconsistent with the terms of this Plan. The
Award Agreement also shall specify whether the Option is intended to be an ISO or a NQSO.


 


6.3             
Option Price. The Option Price for each grant of an Option under this Plan shall be determined by the Committee in its
sole discretion and shall be specified in the Award Agreement; provided, however, the Option Price must be at least equal to one hundred
percent (100%) of the FMV of the Shares as determined on the Grant Date.


 






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6.4             
Term of Options. Each Option granted to a Participant shall expire at such time as the Committee shall determine at
the time of grant; provided, however, no Option shall be exercisable later than the day before the tenth (10th) anniversary
date of its grant. Notwithstanding the foregoing, for Nonqualified Stock Options granted to Participants outside the United States,
the Committee has the authority to grant Nonqualified Stock Options that have a term greater than ten (10) years.


 


6.5             
Exercise of Options. Subject to Section 6.10, Options granted under this Article 6 shall be exercisable at such
times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which terms and restrictions
need not be the same for each grant or for each Participant.


 


6.6             
Payment. Options granted under this Article 6 shall be exercised by the delivery of a notice of exercise to the Company
or an agent designated by the Company in a form specified or accepted by the Committee, or by complying with any alternative procedures
which may be authorized by the Committee, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied
by full payment for the Shares.


 


A condition of the issuance of the Shares as to
which an Option shall be exercised shall be the payment of the Option Price. The Option Price of any Option shall be payable to the Company
in full either: (a) in cash or its equivalent; (b) by tendering (either by actual delivery or attestation) previously acquired Shares
having an aggregate Fair Market Value at the time of exercise equal to the Option Price (provided that except as otherwise determined
by the Committee, the Shares that are tendered must have been held by the Participant for at least six (6) months (or such other period,
if any, as the Committee may permit) prior to their tender to satisfy the Option Price if acquired under this Plan or any other compensation
plan maintained by the Company or have been purchased on the open market); (c) by a cashless (broker-assisted) exercise; (d) by a combination
of (a), (b) and/or (c); or (e) any other method approved or accepted by the Committee in its sole discretion.


 


Subject to any governing rules or regulations,
as soon as practicable after receipt of written notification of exercise and full payment (including satisfaction of any applicable tax
withholding), the Company shall deliver to the Participant evidence of book entry Shares, or upon the Participant’s request, Share
certificates in an appropriate amount based upon the number of Shares purchased under the Option(s).


 


Unless otherwise determined by the Committee, all
payments under all of the methods indicated above shall be paid in United States dollars.


 


6.7             
Restrictions on Share Transferability. The Committee may impose such restrictions on any Shares acquired pursuant to
the exercise of an Option granted under this Article 6 as it may deem advisable, including, without limitation, minimum holding period
requirements, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which
such Shares are then listed and/or traded, or under any blue sky or state securities laws applicable to such Shares.


 






    	 	12	 



     


    

 


6.8             
Termination of Employment. Each Participant’s Award Agreement shall set forth the extent to which the Participant
shall have the right to exercise the Option following termination of the Participant’s employment or provision of services to the
Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the
Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Options issued pursuant
to this Article 6, and may reflect distinctions based on the reasons for termination.


 


6.9             
Notification of Disqualifying Disposition. If any Participant shall make any disposition of Shares issued pursuant to
the exercise of an ISO under the circumstances described in Code Section 421(b) (relating to certain disqualifying dispositions), such
Participant shall notify the Company of such disposition within ten (10) days thereof.


 


6.10          
Vesting. An Option grant by its terms shall vest only after such period of time as the Committee shall determine and
specify in the Award Agreement, but in no event less than three (3) years following the date of grant of such Award provided that Options
granted may partially vest after no less than one (1) year so long as the entire grant does not vest fully until at least three (3) years
have elapsed from the date of grant, except as the Committee may provide in the event of the death, Disability, involuntary termination
without Cause, or retirement of a Participant or in the event of a Change of Control.


 


Article
7.                  Stock Appreciation Rights


 


7.1             
Grant of SARs. Subject to the terms and conditions of this Plan, SARs may be granted to Participants at any time and
from time to time as shall be determined by the Committee.


 


Subject to the terms and conditions of this Plan,
the Committee shall have complete discretion in determining the number of SARs granted to each Participant and, consistent with the provisions
of this Plan, in determining the terms and conditions pertaining to such SARs.


 


The Grant Price for each grant of an SAR shall
be determined by the Committee and shall be specified in the Award Agreement; provided, however, the Grant Price on the Grant Date must
be at least equal to one hundred percent (100%) of the FMV of the Shares as determined on the Grant Date.


 


7.2             
SAR Agreement. Each SAR Award shall be evidenced by an Award Agreement that shall specify the Grant Price, the term
of the SAR, and such other provisions as the Committee shall determine.


 


7.3             
Term of SAR. The term of an SAR granted under this Plan shall be determined by the Committee, in its sole discretion,
and except as determined otherwise by the Committee and specified in the SAR Award Agreement, no SAR shall be exercisable later than the
tenth (10th) anniversary date of its grant. Notwithstanding the foregoing, for SARs granted to Participants outside the United
States, the Committee has the authority to grant SARs that have a term greater than ten (10) years.


 






    	 	13	 



     


    

 


7.4             
Exercise of SARs. SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes.


 


7.5             
Settlement of SARs. Upon the exercise of an SAR, a Participant shall be entitled to receive payment from the Company
in an amount determined by multiplying:


 


		(a)	The excess of the Fair Market Value of a Share on the date of exercise over the Grant Price; by



 


		(b)	The number of Shares with respect to which the SAR is exercised.



 


At the discretion of the Committee, the payment
upon SAR exercise may be in cash, Shares, or any combination thereof, or in any other manner approved by the Committee in its sole discretion.
The Committee’s determination regarding the form of SAR payout shall be set forth in the Award Agreement pertaining to the grant
of the SAR.


 


7.6             
Termination of Employment. Each Award Agreement shall set forth the extent to which the Participant shall have the right
to exercise the SAR following termination of the Participant’s employment with or provision of services to the Company, its Affiliates,
and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included
in the Award Agreement entered into with Participants, need not be uniform among all SARs issued pursuant to this Plan, and may reflect
distinctions based on the reasons for termination.


 


7.7             
Other Restrictions. The Committee shall impose such other conditions and/or restrictions on any Shares received upon
exercise of an SAR granted pursuant to this Plan as it may deem advisable or desirable. These restrictions may include, but shall not
be limited to, a requirement that the Participant hold the Shares received upon exercise of an SAR for a specified period of time.


 


7.8             
Vesting. A grant of SARs by its terms shall vest only after such period of time as the Committee shall determine and
specify in the Award Agreement, but in no event less than three (3) years following the date of grant of such Award provided that SARs
granted may partially vest after no less than one (1) year so long as the entire grant does not vest fully until at least three (3) years
have elapsed from the date of grant, except as the Committee may provide in the event of the death, Disability, involuntary termination
without Cause, or retirement of a Participant or in the event of a Change of Control.


 


Article
8.                 Restricted Stock and
Restricted Stock Units


 


8.1             
Grant of Restricted Stock or Restricted Stock Units. Subject to the terms and provisions of this Plan, the Committee,
at any time and from time to time, may grant Shares of Restricted Stock and/or Restricted Stock Units to Participants in such amounts
as the Committee shall determine. Restricted Stock Units shall be similar to Restricted Stock except that no Shares are actually awarded
to the Participant on the Grant Date.


 






    	 	14	 



     


    

 


8.2             
Restricted Stock or Restricted Stock Unit Agreement. Each Restricted Stock and/or Restricted Stock Unit grant shall
be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number of Shares of Restricted Stock or the number
of Restricted Stock Units granted, and such other provisions as the Committee shall determine.


 


8.3             
Other Restrictions. The Committee shall impose such other conditions and/or restrictions on any Shares of Restricted
Stock or Restricted Stock Units granted pursuant to this Plan as it may deem advisable including, without limitation, restrictions based
upon the achievement of specific performance goals, time-based restrictions on vesting following the attainment of the performance goals,
time-based restrictions, and/or restrictions under applicable laws or under the requirements of any stock exchange or market upon which
such Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such
Restricted Stock or Restricted Stock Units.


 


To the extent deemed appropriate by the Committee,
the Company may retain the certificates representing Shares of Restricted Stock in the Company’s possession until such time as all
conditions and/or restrictions applicable to such Shares have been satisfied or lapse.


 


Except as otherwise provided in this Article 8,
Shares of Restricted Stock covered by each Restricted Stock Award shall become freely transferable by the Participant after all conditions
and restrictions applicable to such Shares have been satisfied or lapse (including satisfaction of any applicable tax withholding obligations),
and Restricted Stock Units shall be paid in cash, Shares, or a combination of cash and Shares as the Committee, in its sole discretion
shall determine.


 


8.4             
Certificate Legend. In addition to any legends placed on certificates pursuant to Section 8.3, each certificate
representing Shares of Restricted Stock granted pursuant to this Plan may bear a legend such as the following or as otherwise determined
by the Committee in its sole discretion:


 


The sale or transfer
of Shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions
on transfer as set forth in the Standard Motor Products, Inc. 2016 Omnibus Incentive Plan, and in the associated Award Agreement. A copy
of this Plan and such Award Agreement may be obtained from Standard Motor Products, Inc.


 


8.5             
Voting Rights. Unless otherwise determined by the Committee and set forth in a Participant’s Award Agreement,
to the extent permitted or required by law, as determined by the Committee, Participants holding Shares of Restricted Stock granted hereunder
may be granted the right to exercise full voting rights with respect to those Shares during the Period of Restriction. A Participant shall
have no voting rights with respect to any Restricted Stock Units granted hereunder.


 






    	 	15	 



     


    

 


8.6             
Termination of Employment. Each Award Agreement shall set forth the extent to which the Participant shall have the right
to retain Restricted Stock and/or Restricted Stock Units following termination of the Participant’s employment with or provision
of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole
discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all
Shares of Restricted Stock or Restricted Stock Units issued pursuant to this Plan, and may reflect distinctions based on the reasons for
termination.


 


8.7             
Section 83(b) Election. The Committee may provide in an Award Agreement that the Award of Restricted Stock is conditioned
upon the Participant making or refraining from making an election with respect to the Award under Code Section 83(b). If a Participant
makes an election pursuant to Code Section 83(b) concerning a Restricted Stock Award, the Participant shall be required to file promptly
a copy of such election with the Company.


 


8.8             
Vesting. A grant of Restricted Stock or Restricted Stock Units pursuant to this Article 8 shall be subject to a minimum
vesting period of at least three (3) years (which may be a 3-year cliff or graded schedule), or such longer period as the Committee, in
its sole discretion, may determine. Notwithstanding the foregoing, the Committee may provide that a grant to a Nonemployee Director or
an Employee who is age 65 or older may be subject to a minimum one (1) year vesting period. The Committee may also determine that the
vesting period may be accelerated in the event of the death, Disability, involuntary termination without Cause or retirement of a Participant
or in the event of a Change of Control.


 


Article
9.                 Performance Units/Performance
Shares


 


9.1             
Grant of Performance Units/Performance Shares. Subject to the terms and provisions of this Plan, the Committee, at any
time and from time to time, may grant Performance Units and/or Performance Shares to Participants in such amounts and upon such terms
as the Committee shall determine. Performance Units and Performance Shares that are earned (as described in Section 9.3) may be subject
to vesting requirements as set forth in the applicable Award Agreement. Except as the Committee may provide in the event of the death,
Disability, involuntary termination without Cause, or retirement of a Participant or in the event of a Change of Control, Performance
Units and Performance Shares may not vest prior to the expiration of at least one (1) year of a Performance Period.


 


9.2             
Value of Performance Units/Performance Shares. Each Performance Unit shall have an initial value that is established
by the Committee at the time of grant. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on
the Grant Date. The Committee shall set performance goals in its discretion which, depending on the extent to which they are met, will
determine the value and/or number of Performance Units/Performance Shares that may be earned by the Participant.


 


9.3             
Earning of Performance Units/Performance Shares. Subject to the terms of this Plan, after the applicable Performance
Period and vesting period, if any, have ended, the holder of Performance Units/Performance Shares shall be entitled to receive payout
on the value and number of Performance Units/Performance Shares earned by the Participant over the Performance Period, to be determined
as a function of the extent to which the corresponding performance goals have been achieved.


 






    	 	16	 



     


    

 


9.4             
Form and Timing of Payment of Performance Units/Performance Shares. Payment of earned and vested Performance Units/Performance
Shares shall be as determined by the Committee and as evidenced in the Award Agreement. Subject to the terms of this Plan, the
Committee, in its sole discretion, may pay earned and vested Performance Units/Performance Shares in the form of cash or in Shares
(or in a combination thereof). Any Shares may be granted subject to any restrictions deemed appropriate by the Committee. The determination
of the Committee with respect to the form of payout of such Awards shall be set forth in the Award Agreement pertaining to the grant of
the Award.


 


9.5             
Termination of Employment. Each Award Agreement shall set forth the extent to which the Participant shall have the right
to retain Performance Units and/or Performance Shares following termination of the Participant’s employment with or provision of
services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole
discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all
Awards of Performance Units or Performance Shares issued pursuant to this Plan, and may reflect distinctions based on the reasons for
termination.


 


Article
10.              Cash-Based Awards and Other Stock-Based Awards


 


10.1         
Grant of Cash-Based Awards. Subject to the terms and provisions of the Plan, the Committee, at any time and from
time to time, may grant Cash-Based Awards to Participants in such amounts and upon such terms as the Committee may determine.


 


10.2         
Other Stock-Based Awards. The Committee may grant other types of equity-based or equity-related Awards not otherwise
described by the terms of this Plan (including the grant or offer for sale of unrestricted Shares) in such amounts and subject to such
terms and conditions, as the Committee shall determine. Any such grant shall be subject to a minimum vesting period of at least one (1)
year, except as the Committee may provide in the event of the death, Disability, involuntary termination without Cause, or retirement
of a Participant or in the event of a Change of Control. Notwithstanding the foregoing, unless otherwise provided by the Committee, any
such Awards granted as Full Value Awards shall not be subject to a vesting schedule. Such Awards may involve the transfer of actual Shares
to Participants, or payment in cash or otherwise of amounts based on the value of Shares and may include, without limitation, Awards designed
to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.


 


10.3         
Value of Cash-Based and Other Stock-Based Awards. Each Cash-Based Award shall specify a payment amount or payment range
as determined by the Committee. Each Other Stock-Based Award shall be expressed in terms of Shares or units based on Shares, as determined
by the Committee. The Committee may establish performance goals in its discretion. If the Committee exercises its discretion to establish
performance goals, the number and/or value of Cash-Based Awards or Other Stock-Based Awards that will be paid out to the Participant will
depend on the extent to which the performance goals are met.


 






    	 	17	 



     


    

 


10.4         
Payment of Cash-Based Awards and Other Stock-Based Awards. Payment, if any, with respect to a Cash-Based Award or an
Other Stock-Based Award shall be made in accordance with the terms of the Award, in cash or Shares as the Committee determines.


 


10.5         
Termination of Employment. The Committee shall determine the extent to which the Participant shall have the right to
receive Cash-Based Awards or Other Stock-Based Awards following termination of the Participant’s employment with or provision of
services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole
discretion of the Committee, such provisions may be included in an agreement entered into with each Participant, but need not be uniform
among all Awards of Cash-Based Awards or Other Stock-Based Awards issued pursuant to the Plan, and may reflect distinctions based on the
reasons for termination.


 


Article
11.              Transferability of Awards


 


11.1         
Transferability. Except as provided in Section 11.2 below, during a Participant’s lifetime, his or her Awards
shall be exercisable only by the Participant. Awards shall not be transferable other than by will or the laws of descent and distribution;
no Awards shall be subject, in whole or in part, to attachment, execution, or levy of any kind; and any purported transfer in violation
hereof shall be null and void. The Committee may establish such procedures as it deems appropriate for a Participant to designate a beneficiary
to whom any amounts payable or Shares deliverable in the event of, or following, the Participant’s death, may be provided.


 


11.2         
Committee Action. The Committee may, in its discretion, determine that notwithstanding Section 11.1, any or all Awards
(other than ISOs) shall be transferable to and exercisable by such transferees, and subject to such terms and conditions, as the Committee
may deem appropriate; provided, however, no Award may be transferred for value (as defined in the General Instructions to Form S-8).


 


Article
12.             Performance Measures


 


12.1         
Performance Measures. The performance goals upon which the payment or vesting of an Award depends may include, without
limitation, the following Performance Measures:


 


		(a)	Net earnings or net income (before or after taxes);



 


		(b)	Earnings per share (basic or diluted);



 


		(c)	Net sales or revenue growth;



 


		(d)	Net operating profit;



 






    	 	18	 



     


    

 


		(e)	Return measures (including, but not limited to, return on assets, capital, invested capital, equity, sales, or revenue);



 


		(f)	Cash flow (including, but not limited to, throughput, operating cash flow, free cash flow, cash flow return on equity, and cash flow
return on investment);



 


		(g)	Earnings before or after taxes, interest, depreciation, and/or amortization;



 


		(h)	Earnings before taxes;



 


		(i)	Gross or operating margins;



 


		(j)	Corporate value measures;



 


		(k)	Capital expenditures;



 


		(l)	Unit volumes;



 


		(m)	Productivity ratios;



 


		(n)	Share price (including, but not limited to, growth measures and total shareholder return);



 


		(o)	Cost or expense;



 


		(p)	Margins (including, but not limited to, debt or profit);



 


		(q)	Operating efficiency;



 


		(r)	Working capital targets or any element thereof;



 


		(s)	Expense targets;



 


		(t)	Economic value added or EVA® (net operating profit after tax minus the sum of capital multiplied by the cost of capital);



 


		(u)	Strategic milestones (including, but not limited to, debt reduction, improvement of cost of debt, equity or capital, completion of
projects, achievement of synergies or integration objectives, or improvements to credit rating, inventory turnover, weighted average cost
of capital, implementation of significant new processes, productivity or production, product quality, and any combination of the foregoing);



 


		(v)	Strategic sustainability metrics (including, but not limited to, corporate governance, consumer advocacy, enterprise risk management,
employee development, and portfolio restructuring); and



 






    	 	19	 



     


    

 


		(w)	Gross, operating, stockholder equity, or net worth.



 


Any one or more Performance Measure(s) may be used
to measure the performance of any Participant, the Company, Subsidiary, and/or Affiliate as a whole or any business unit or line of business
of the Company, Subsidiary, and/or Affiliate or any combination thereof, as the Committee may deem appropriate, or any of the above Performance
Measures on an absolute, gross, total, net per share, average, adjusted or relative basis (or measure based on changes therein), including,
as compared to the performance of a group of comparator companies, or published or special index that the Committee, in its sole discretion,
deems appropriate, or the Company may select Performance Measure (n) above as compared to various stock market indices. The Committee
also has the authority to provide for accelerated vesting of any Award based on the achievement of performance goals pursuant to the Performance
Measures specified in this Article 12.


 


12.2         
Evaluation of Performance. The Committee may provide in any such Award that any evaluation of performance may include
or exclude any of the following events that occurs during a Performance Period: (a) asset write-downs, (b) litigation or claim judgments
or settlements, (c) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results,
(d) any reorganization and restructuring programs, (e) extraordinary nonrecurring items as described in Accounting Principles Board Opinion
No. 30 and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s
annual report to shareholders for the applicable year, (f) acquisitions or divestitures, and (g) foreign exchange gains and losses. To
the extent such inclusions or exclusions affect Awards to Covered Employees, they shall be prescribed in a form that meets the requirements
of Code Section 162(m) for deductibility.


 


12.3         
Adjustment of Performance-Based Compensation. The Committee shall retain the discretion to adjust such Awards upward
or downward, either on a formula or discretionary basis or any combination, as the Committee determines.


 


12.4         
Committee Discretion. In the event that applicable tax and/or securities laws change to permit Committee discretion
to alter the governing Performance Measures without obtaining shareholder approval of such changes, the Committee shall have sole discretion
to make such changes without obtaining shareholder approval.


 


Article
13.               Nonemployee Director Awards


 


The Board or Committee shall determine all Awards
to Nonemployee Directors. The terms and conditions of any grant to any such Nonemployee Director shall be set forth in an Award Agreement.


 


Article
14.              Dividend Equivalents


 


Any Participant selected by the Committee may be
granted dividend equivalents based on the dividends declared on Shares that are subject to any Award, to be credited as of dividend payment
dates, during the period between the date the Award is granted and the date the Award is exercised, vests or expires, as determined by
the Committee. Such dividend equivalents shall be converted to cash or additional Shares by such formula and at such time and subject
to such limitations as may be determined by the Committee.


 






    	 	20	 



     


    

 


Article
15.              Beneficiary Designation


 


Each Participant under this Plan may, from time
to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Plan is
to be paid in case of his death before he receives any or all of such benefit. Each such designation shall revoke all prior designations
by the same Participant, shall be in a form prescribed by the Committee, and will be effective only when filed by the Participant in writing
with the Company during the Participant’s lifetime. In the absence of any such beneficiary designation, benefits remaining unpaid
or rights remaining unexercised at the Participant’s death shall be paid to or exercised by the Participant’s executor, administrator,
or legal representative.


 


Article
16.              Rights of Participants


 


16.1         
Employment. Nothing in this Plan or an Award Agreement shall interfere with or limit in any way the right of the Company,
its Affiliates, and/or its Subsidiaries, to terminate any Participant’s employment, or service on the Board or to the Company, at
any time or for any reason not prohibited by law, nor confer upon any Participant any right to continue his employment, or service as
a Director or Third Party Service Provider, for any specified period of time.


 


Neither an Award nor any benefits arising under
this Plan shall constitute an employment contract with the Company, its Affiliates, and/or its Subsidiaries and, accordingly, subject
to Articles 3 and 18, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of
the Committee without giving rise to any liability on the part of the Company, its Affiliates, and/or its Subsidiaries.


 


16.2         
Participation. No individual shall have the right to be selected to receive an Award under this Plan, or, having been
so selected, to be selected to receive a future Award.


 


16.3         
Rights as a Shareholder. Except as otherwise provided herein, a Participant shall have none of the rights of a shareholder
with respect to Shares covered by any Award until the Participant becomes the record holder of such Shares.


 


Article
17.             Change of Control


 


17.1         
Change of Control of the Company. Notwithstanding any other provision of this Plan to the contrary, the provisions of
this Article 17 shall apply in the event of a Change of Control, unless otherwise determined by the Committee in connection with the grant
of an Award as reflected in the applicable Award Agreement or an applicable severance compensation agreement.


 


Upon a Change of Control, except to the extent
that another Award meeting the requirements of Section 17.2 (a “Replacement Award”) is provided to the Participant to replace
such Award (the “Replaced Award”), all then-outstanding Stock Options and Stock Appreciation Rights shall immediately become
fully vested and exercisable, and all other then-outstanding Awards whose exercisability depends merely on the satisfaction of a service
obligation by a Participant to the Company, Subsidiary, or Affiliate shall vest in full and be free of restrictions related to the vesting
of such Awards. The treatment of any other Awards shall be as determined by the Committee in connection with the grant thereof, as reflected
in the applicable Award Agreement.


 






    	 	21	 



     


    

 


Except to the extent that a Replacement Award is
provided to the Participant, the Committee may, in its sole discretion,  determine that any or all outstanding Awards granted under
the Plan, whether or not exercisable, will be canceled and terminated and that in connection with such cancellation and termination the
holder of such Award may receive for each Share of Common Stock subject to such Awards a cash payment (or the delivery of shares of stock,
other securities or a combination of cash, stock and securities equivalent to such cash payment) equal to the difference, if any, between
the consideration received by shareholders of the Company in respect of a Share of Common Stock in connection with such transaction and
the purchase price per share, if any, under the Award multiplied by the number of Shares of Common Stock subject to such Award; provided
that if such product is zero or less or to the extent that the Award is not then exercisable, the Awards will be canceled and terminated
without payment therefor.


 


17.2         
Replacement Awards. An Award shall meet the conditions of this Section 17.2 (and hence qualify as a Replacement Award)
if: (i) it has a value at least equal to the value of the Replaced Award as determined by the Committee in its sole discretion; (ii) it
relates to publicly traded equity securities of the Company or its successor in the Change of Control or another entity that is affiliated
with the Company or its successor following the Change of Control; and (iii) its other terms and conditions are not less favorable to
the Participant than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent
Change of Control). Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the
Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section
17.2 are satisfied shall be made by the Committee, as constituted immediately before the Change of Control, in its sole discretion.


 


17.3         
Termination of Employment. Upon a termination of employment, or termination of directorship, of a Participant occurring
in connection with or during the period of two (2) years after such Change of Control, other than for Cause, (i) all Replacement Awards
held by the Participant shall become fully vested and (if applicable) exercisable and free of restrictions, and (ii) all Stock Options
and Stock Appreciation Rights held by the Participant immediately before the termination of employment, or termination of directorship,
that the Participant held as of the date of the Change of Control or that constitute Replacement Awards shall remain exercisable for not
less than one (1) year following such termination or until the expiration of the stated term of such Stock Option or SAR, whichever period
is shorter; provided, that if the applicable Award Agreement provides for a longer period of exercisability, that provision shall control.


 






    	 	22	 



     


    

 


Article
18.              Amendment, Modification, Suspension, and Termination


 


18.1         
Amendment, Modification, Suspension, and Termination. Subject to Section 17.3, the Board of Directors may, at any time
and from time to time, alter, amend, modify, suspend, or terminate this Plan and any Award Agreement in whole or in part; provided,
however, that, (i) no Options or SARs issued under this Plan will be repriced, repurchased (including a cash buyout), replaced, or regranted
through cancellation, or by lowering the Option Price of a previously granted Option or the Grant Price of a previously granted SAR, (ii)
any amendment of the Plan must comply with the rules of the NYSE, and (iii) no material amendment of this Plan shall be made without shareholder
approval if shareholder approval is required by law, regulation, or stock exchange rule.


 


18.2         
Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee may make adjustments
in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without
limitation, the events described in Section 4.4 hereof) affecting the Company or the financial statements of the Company or of changes
in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in
order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan.
The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this
Plan.


 


18.3         
Awards Previously Granted. Notwithstanding any other provision of this Plan to the contrary (other than Section 18.4),
no termination, amendment, suspension, or modification of this Plan or an Award Agreement shall adversely affect in any material
way any Award previously granted under this Plan, without the written consent of the Participant holding such Award.


 


18.4         
Amendment to Conform to Law. Notwithstanding any other provision of this Plan to the contrary, the Committee may amend
the Plan or an Award Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming
the Plan or an Award Agreement to any present or future law relating to plans of this or similar nature (including, but not limited to,
Code Section 409A), and to the administrative regulations and rulings promulgated thereunder. By accepting an Award under this Plan, a
Participant agrees to any amendment made pursuant to this Section 18.4 to any Award granted under the Plan without further consideration
or action.


 


Article
19.             Withholding


 


19.1         
Tax Withholding. The Company shall have the power and the right to deduct or withhold from any amounts due and owing
to the Participant, or require a Participant to remit to the Company, the minimum statutory amount to satisfy federal, state, and local
taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this
Plan.


 






    	 	23	 



     


    

 


19.2         
Share Withholding. With respect to withholding required upon the exercise of Options or SARs, upon the lapse of restrictions
on Restricted Stock and Restricted Stock Units, or upon the achievement of performance goals related to Performance Shares, or any other
taxable event arising as a result of an Award granted hereunder, Participants may elect, subject to disapproval by the Committee, to satisfy
the withholding requirement, in whole or in part, by having the Company withhold whole Shares having a Fair Market Value on the date the
tax is to be determined equal to the minimum statutory total tax withholding that could be imposed on the transaction. All such elections
shall be irrevocable, and shall be subject to any restrictions or limitations that the Committee deems appropriate, in its sole discretion.


 


Article
20.             Successors


 


All obligations of the Company under this Plan
with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is
the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets
of the Company.


 


Article
21.              General Provisions


 


21.1         
Forfeiture Events.


 


		(a)	All Awards to a Participant who is an officer subject to Section 16 of the Exchange Act, including the Chief Executive Officer and
Chief Financial Officer of the Company, or as otherwise defined by the Securities and Exchange Commission, shall be subject to forfeiture
as provided under the Company’s Clawback Policy (“Policy”), adopted as of February 28, 2011, as amended from time to
time in the discretion of the Company. The Policy shall be provided to affected Participants and which shall be considered incorporated
into and made a part of this Plan and any Award Agreement issued to an affected Participant. Additionally, the Company shall also comply
with any required reimbursement, forfeiture, or claw back rules issued in final form by the Securities and Exchange Commission or other
applicable agency.



 


		(b)	The Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award
shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to
any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, circumstances
or events provided for under applicable securities laws, rules or statutes, termination of employment for Cause, termination of the Participant’s
provision of services to the Company, Affiliate, and/or Subsidiary, violation of material Company, Affiliate, and/or Subsidiary policies,
breach of noncompetition, confidentiality, or other restrictive covenants that may apply to the Participant, or other conduct by the Participant
that is detrimental to the business or reputation of the Company, its Affiliates, and/or its Subsidiaries.



 






    	 	24	 



     


    

 


21.2         
Legend. The certificates for Shares may include any legend which the Committee deems appropriate to reflect any restrictions
on transfer of such Shares.


 


21.3         
Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include
the feminine, the plural shall include the singular, and the singular shall include the plural.


 


21.4         
Severability. In the event any provision of this Plan shall be held illegal or invalid for any reason, the illegality
or invalidity shall not affect the remaining parts of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid
provision had not been included.


 


21.5         
Requirements of Law. The granting of Awards and the issuance of Shares under this Plan shall be subject to all applicable
laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.


 


21.6         
Delivery of Title. The Company shall have no obligation to issue or deliver evidence of title for Shares issued under
this Plan prior to:


 


		(a)	Obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and



 


		(b)	Completion of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of any
governmental body that the Company determines to be necessary or advisable.



 


21.7         
Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall
not have been obtained.


 


21.8         
Investment Representations. The Committee may require any individual receiving Shares pursuant to an Award under this
Plan to represent and warrant in writing that the individual is acquiring the Shares for investment and without any present intention
to sell or distribute such Shares.


 


21.9         
Employees Based Outside of the United States. Notwithstanding any provision of this Plan to the contrary, in order to
comply with the laws in other countries in which the Company, its Affiliates, and/or its Subsidiaries operate or have Employees, Directors,
or Third Party Service Providers, the Committee, in its sole discretion, shall have the power and authority to:


 


		(a)	Determine which Affiliates and Subsidiaries shall be covered by this Plan;



 






    	 	25	 



     


    

 


		(b)	Determine which Employees and/or Directors or Third Party Service Providers outside the United States are eligible to participate
in this Plan;



 


		(c)	Modify the terms and conditions of any Award granted to Employees and/or Directors or Third Party Service Providers outside the United
States to comply with applicable foreign laws;



 


		(d)	Establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable.
Any subplans and modifications to Plan terms and procedures established under this Section 21.9 by the Committee shall be attached to
this Plan document as appendices; and



 


		(e)	Take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local government
regulatory exemptions or approvals.



 


Notwithstanding the above, the Committee may not
take any actions hereunder, and no Awards shall be granted, that would violate applicable law.


 


21.10     
Uncertificated Shares. To the extent that this Plan provides for issuance of certificates to reflect the transfer of
Shares, the transfer of such Shares may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the
rules of any stock exchange.


 


21.11     
Unfunded Plan. Participants shall have no right, title, or interest whatsoever in or to any investments that the Company,
and/or its Subsidiaries, and/or its Affiliates may make to aid it in meeting its obligations under this Plan. Nothing contained in this
Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship
between the Company and any Participant, beneficiary, legal representative, or any other individual. To the extent that any individual
acquires a right to receive payments from the Company, its Subsidiaries, and/or its Affiliates under this Plan, such right shall be no
greater than the right of an unsecured general creditor of the Company, a Subsidiary, or an Affiliate, as the case may be. All payments
to be made hereunder shall be paid from the general funds of the Company, a Subsidiary, or an Affiliate, as the case may be and no special
or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly
set forth in this Plan.


 


21.12     
No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to this Plan or any Award. The Committee
shall determine whether cash, Awards, or other property shall be issued or paid in lieu of fractional Shares or whether such fractional
Shares or any rights thereto shall be forfeited or otherwise eliminated.


 


21.13     
Retirement and Welfare Plans. Neither Awards made under this Plan nor Shares or cash paid pursuant to such Awards, except
pursuant to Covered Employee annual incentive awards, may be included as “compensation” for purposes of computing the benefits
payable to any Participant under the Company’s or any Subsidiary’s or Affiliate’s retirement plans (both qualified and
non-qualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in
computing a Participant’s benefit.


 






    	 	26	 



     


    

 


21.14     
Deferred Compensation. If any Award would be considered deferred compensation as defined under Code Section 409A and
if this Plan fails to meet the requirements of Code Section 409A with respect to such Award, then such Award shall be null and void. However,
the Committee may permit deferrals of compensation pursuant to the terms of a Participant’s Award Agreement, a separate plan or
a subplan which meets the requirements of Code Section 409A and any related guidance. Additionally, to the extent any Award is subject
to Code Section 409A, notwithstanding any provision herein to the contrary, the Plan does not permit the acceleration or delay of the
time or schedule of any distribution related to such Award, except as permitted by Code Section 409A, the regulations thereunder, and/or
the Secretary of the United States Treasury.


 


21.15     
Nonexclusivity of this Plan. The adoption of this Plan shall not be construed as creating any limitations on the power
of the Board or Committee to adopt such other compensation arrangements as it may deem desirable for any Participant.


 


21.16     
No Constraint on Corporate Action. Nothing in this Plan shall be construed to: (i) limit, impair, or otherwise affect
the Company’s or a Subsidiary’s or an Affiliate’s right or power to make adjustments, reclassifications, reorganizations,
or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part
of its business or assets; or (ii) limit the right or power of the Company or a Subsidiary or an Affiliate to take any action which such
entity deems to be necessary or appropriate.


 


21.17     
Governing Law. The Plan and each Award Agreement shall be governed by the laws of the State of New York, excluding any
conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan to the substantive
law of another jurisdiction. Unless otherwise provided in the Award Agreement, recipients of an Award under this Plan are deemed to submit
to the exclusive jurisdiction and venue of the federal or state courts of the Southern District of New York, to resolve any and all issues
that may arise out of or relate to this Plan or any related Award Agreement.


 


As evidence of its adoption of this Plan, the Company
has caused this document to be executed by its duly authorized officer the 21st day of May, 2021.


 


	 	STANDARD MOTOR PRODUCTS, INC.
	 	 
	 	 
	 	By:	/s/ Nathan R. Iles
	 	Name:	Nathan R. Iles
	 	Title: 	Chief Financial Officer 



 






    	 	27	 



     


    

 


STANDARD MOTOR PRODUCTS,
INC.




STANDARD MOTOR PRODUCTS, INC. amended and restated 


2016
OMNIBUS INCENTIVE PLAN


 


STANDARD RESTRICTED STOCK
AWARD AGREEMENT – EMPLOYEES


 





THIS
AGREEMENT, dated as of , is between Standard Motor Products, Inc. (“Company”), a New York corporation, and (“Awardee”).


 


WHEREAS, the Company has decided to grant an award
(“Award”) to the Awardee under the Company’s Amended and Restated 2016 Omnibus Incentive Plan, as amended and restated
effective May 21, 2021 (the “Plan”), and Awardee wishes to accept the Award under the terms set forth in this Agreement;


 


NOW, THEREFORE, in consideration of the premises
and mutual covenants contained herein, and for other good and valuable consideration, the parties hereto agree as follows:


 


1.             Award
of Restricted Shares.  Pursuant to the provisions of the Plan, the terms of which are incorporated herein by reference, the Awardee
is hereby awarded _____ shares of the Company’s Common Stock (“Restricted Shares”), subject to the terms and conditions
of the Plan and those herein set forth (“Restricted Share Award”).  The Restricted Share Award is granted as of the date
of this Agreement as noted above (“Grant Date”).  


 


2.             Vesting
of Restricted Share Award.  Unless otherwise provided by the Committee, the Restricted Share Award, and all amounts receivable
in connection with any adjustments to the Shares under Sections 4.4 and 18.2 of the Plan, shall be subject to the vesting schedule in
this Section 2.


 


(a)               Vesting
Schedule.   This Restricted Share Award shall become fully vested on .  In the event the Awardee ceases to be an Employee
for any reason (a “Termination of Service”) before the date the Restricted Share Award has vested, except as provided in Section
2(b) or 2(c) below, the Awardee shall forfeit the entire Restricted Share Award.


 


(b)              Death,
Retirement, Disability or Involuntary Termination without Cause.  In the event of the Awardee’s Termination of Service
due to the Awardee’s death, retirement at or after age 65, or Disability, the Awardee shall be immediately vested in the Award.
In the event of the Awardee’s involuntary termination by the Company without Cause, the Awardee shall forfeit the entire Restricted
Share Award as provided under Section 2(a) unless the Committee or its designee, in their sole discretion, elect to accelerate the vesting
of all or any portion of the Restricted Share Award by written notice to the Awardee at the time of the Awardee’s Termination of
Service.


 






    	 	28	 



     


    

 


(c)               Change
in Control.  Notwithstanding any provision of this Section 2 to the contrary, the entire Restricted Share Award shall become
immediately vested in full upon a Change in Control of the Company.


 


(d)                Holding Period.  If the Awardee is subject to the Company’s Stock Ownership
Guidelines, adopted as of February 11, 2016, unless waived by the Company, after the end of the vesting period set forth in paragraph
(a) above, the Awardee shall be subject to a mandatory holding period of  for stock acquired by such Awardee upon the lapse
of restrictions on the Award, net of funds necessary for payment of applicable taxes. The Committee may waive the holding period if enforcing
the holding period would create severe hardship or prevent an Awardee from complying with a court order.  The holding period shall
not apply if the Award has been accelerated due to a Change in Control of the Company.


 


3.            Other
Terms and Conditions.  It is understood and agreed that the Restricted Share Award evidenced hereby is subject to the following
additional terms and conditions: 


 


(a) Certificates.  Each certificate issued in respect
of the Restricted Share Award hereunder shall be deposited with the Company, or its designee, together with, if requested by the Company,
a stock power executed in blank by the Awardee, and shall bear a legend disclosing the restrictions on transferability imposed on such
Restricted Shares by this Agreement (the “Restrictive Legend”).  Upon the vesting of Restricted Shares pursuant to Section
2 hereof and the satisfaction of any withholding tax liability pursuant to Section 5 hereof, the certificates evidencing such vested Restricted
Shares, not bearing the Restrictive Legend, shall be delivered to the Awardee.


 


(b)  Rights of a Stockholder.
  Prior to the time Restricted Shares are fully vested hereunder, the Awardee shall have no right to transfer, pledge, hypothecate
or otherwise encumber such Restricted Shares, and Awardee shall have no rights as a stockholder other than the right to vote such Restricted
Shares. 


 


(c)  No Right to Continued Employment. 
This Restricted Share Award shall not confer upon the Awardee any right with respect to continuance of employment with the Company nor
shall this Restricted Share Award interfere with the right of the Company to terminate the Awardee’s employment at any time and
for any reason.


 


4.             Internal Revenue Code Section 83(b) Election.  The Awardee may make
an election under Internal Revenue Code Section 83(b) (a “Section 83(b) Election”) with respect to the Restricted Stock Award. 
Any such election must be made within thirty (30) days after the Grant Date.  If the Awardee elects to make a Section 83(b) Election,
the Awardee shall provide the Company with an executed version and satisfactory evidence of the filing of the executed Section 83(b) Election
with the Internal Revenue Service.  The Awardee agrees to assume full responsibility for ensuring that the Section 83(b) Election
is actually and timely filed with the Internal Revenue Service and for all tax consequences resulting from the Section 83(b) Election
or the failure to timely file the executed election with the Internal Revenue Service. 


 






    	 	29	 



     


    

 


5.        
   Tax Withholding.  No later than the earlier of (i) the date of vesting of the Award; or (ii) the date of a
Section 83(b) Election, the Awardee shall pay to the Company an amount sufficient to allow the Company to satisfy any tax
withholding obligations the Company may have, or choose to perform, in connection with the Restricted Shares Award. To this end, the
Awardee shall, as applicable:


 


(a)  pay the Company the amount of tax to
be withheld (including through payroll withholding with respect to other cash amounts due to Awardee from the Company);


 


(b)  at the discretion of the Company, deliver
to the Company other shares of stock of the Company owned by the Awardee prior to such date having a fair market value, as determined
by the Committee, not less than the amount of the tax withholding due, which other shares have been owned by the Awardee for more than
six (6) months;


 


(c)  at the discretion of the Company, make
a payment to the Company consisting of a combination of cash and shares of stock described in (b); or


 


(d)  at the discretion of the Company, when Shares have already vested only, have the Company withhold Shares that would otherwise
be delivered to the Awardee at the time of such vesting (but only in an amount which covers the minimum legally required tax withholding).


 


Notwithstanding the foregoing, it is the Awardee’s
responsibility to properly report all income and remit all federal, state, and local taxes that may be due to the relevant taxing authorities
as the result of receiving this Restricted Stock Award.         


 


6.             References.  References herein to rights and obligations of the Awardee
shall apply, where appropriate, to the Awardee’s legal representative or estate without regard to whether specific reference to
such legal representative or estate is contained in a particular provision of this Agreement.


 


7.             Notices.  Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given when delivered personally or by courier, or sent by certified or
registered mail, postage prepaid, return receipt requested, duly addressed to the party concerned at the address indicated below or to
such changed address as such party may subsequently by similar process give notice of:


 


If to the Company:


 


Standard Motor Products, Inc.


37-18 Northern Blvd.


Long Island City, NY 11101


Attn.:  Office of the Corporate Secretary


 


If to the Awardee:


 






    	 	30	 



     


    

 


At the Awardee’s most recent address shown
on the Company’s corporate records, or at any other address which the Awardee may specify in a notice delivered to the Company in
the manner set forth herein.


 


8.             Governing Law.  This Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without giving effect to principles of conflict of laws.


 


9.             Counterparts.  This Agreement may be executed in two counterparts,
each of which shall constitute one and the same instrument.


 


10.           Waiver and Acknowledgement.  The Awardee agrees that the Plan supersedes and
replaces all prior stock option and share incentive plans of the Company, and hereby waives any entitlement to future grants of any shares
or options under any previously existing incentive plan other than the Plan, and further agrees that the Awardee has no right under any
employment contract or agreement to any options or stock of the Company except as specifically set forth in the Plan, or except as provided
in previous grants.


 


11.          Capitalized and Defined Terms.  Capitalized terms used herein and not defined
shall have the meanings set forth in the Plan. In the event of any conflict between this Agreement and the Plan, the Plan shall control.


 


12.          Forfeiture.  If
the Awardee is an executive officer subject to Section 16 of the Securities Exchange Act of 1934, this Restricted Share Award is
subject to (i) forfeiture as provided under the Company’s Clawback Policy, adopted as of February 28, 2011, as amended from time
to time in the discretion of the Company; and (ii) any required reimbursement, forfeiture, or claw back rules issued in final form by
the Securities and Exchange Commission or other applicable agency.


 


IN WITNESS WHEREOF, the undersigned have executed
this Agreement as of the date first above written.





 


	 	 
	 	Awardee 
	 	 
	STANDARD MOTOR PRODUCTS, INC.	 
	 	 
	 	 
	Name:	 
	Title:	 



 






    	 	31	 



     


    




 


STANDARD MOTOR PRODUCTS,
INC.




STANDARD MOTOR PRODUCTS, INC. amended and restated

2016 OMNIBUS INCENTIVE PLAN


 


RESTRICTED STOCK AWARD AGREEMENT
 – NON-EXECUTIVE DIRECTORS


                       


THIS AGREEMENT, dated as of _______, is between Standard Motor Products, Inc. (“Company”), a New York corporation, and _____________
(“Awardee”).


 


WHEREAS, the Company has decided to grant an award
(“Award”) to the Awardee under the Company’s Amended and Restated 2016 Omnibus Incentive Plan, as amended and restated
effective May 21, 2021 (the “Plan”), and Awardee wishes to accept the Award under the terms set forth in this Agreement;


 


NOW, THEREFORE, in consideration of the premises
and mutual covenants contained herein, and for other good and valuable consideration, the parties hereto agree as follows:


 


1.             Award
of Restricted Shares.  Pursuant to the provisions of the Plan, the terms of which are incorporated herein by reference, the Awardee
is hereby awarded _____ shares of the Company’s Common Stock (“Restricted Shares”), subject to the terms and conditions
of the Plan and those herein set forth (“Restricted Share Award”).  The Restricted Share Award is granted as of the date
of this Agreement as noted above (“Grant Date”).  


 


2.             Vesting
of Restricted Share Award.  Unless otherwise provided by the Committee, the Restricted Share Award and all amounts receivable
in connection with any adjustments to the Shares under Sections 4.4 and 18.2 of the Plan shall be subject to the vesting schedule in this
Section 2.


 


(a)               Vesting
Schedule.   This Restricted Share Award shall become fully vested upon the first anniversary of the Grant Date.  In
the event the Awardee ceases to be a Director for any reason (a “Termination of Service”) before the date the Restricted Share
Award has vested, except as provided in Section 2(b) or 2(c) below, the Awardee shall forfeit the entire Restricted Share Award.


 


(b)              Death
or Disability.  In the event of the Awardee’s Termination of Service due to the Awardee’s death or Disability, the
Awardee shall be immediately vested in the Award.


 


(c)               Change
in Control.  Notwithstanding any provision of this Section 2 to the contrary, the entire Restricted Share Award shall become
immediately vested in full upon a Change in Control of the Company.


 






    	 	32	 



     


    

 


(d)       Holding Period.  If the Awardee is subject to the Company’s Stock Ownership
Guidelines, adopted as of February 11, 2016, unless waived by the Company, after the end of the vesting period set forth in paragraph
(a) above, the Awardee shall be subject to a mandatory holding period of _________ for stock acquired by such Awardee upon
the lapse of restrictions on the Award, net of funds necessary for payment of applicable taxes. The Committee may waive the holding period
if enforcing the holding period would create severe hardship or prevent an Awardee from complying with a court order.  The holding
period shall not apply if the Award has been accelerated due to a Change in Control of the Company.


 


3.            Other
Terms and Conditions.  It is understood and agreed that the Restricted Share Award evidenced hereby is subject to the following
additional terms and conditions: 


 


(a) Certificates.  Each certificate issued in respect of the Restricted Share Award hereunder shall be deposited with
the Company, or its designee, together with, if requested by the Company, a stock power executed in blank by the Awardee, and shall bear
a legend disclosing the restrictions on transferability imposed on such Restricted Shares by this Agreement (the “Restrictive Legend”).
  Upon the vesting of Restricted Shares pursuant to Section 2 hereof, the certificates evidencing such vested Restricted Shares, not
bearing the Restrictive Legend, shall be delivered to the Awardee.


 


(b)  Rights of a Stockholder.
  Prior to the time Restricted Shares are fully vested hereunder, the Awardee shall have no right to transfer, pledge, hypothecate
or otherwise encumber such Restricted Shares, and Awardee shall have no rights as a stockholder other than the right to vote such Restricted
Shares. 


 


(c)  No Right to Continued Service. 
This Restricted Share Award shall not confer upon the Awardee any right with respect to continuance of service with the Company nor shall
this Restricted Share Award interfere with the right of the Company to terminate the Awardee’s service at any time and for any reason.


 


4.            Internal Revenue Code Section 83(b) Election.  The Awardee may make
an election under Internal Revenue Code Section 83(b) (a “Section 83(b) Election”) with respect to the Restricted Stock Award. 
Any such election must be made within thirty (30) days after the Grant Date.  If the Awardee elects to make a Section 83(b) Election,
the Awardee shall provide the Company with an executed version and satisfactory evidence of the filing of the executed Section 83(b) Election
with the Internal Revenue Service.  The Awardee agrees to assume full responsibility for ensuring that the Section 83(b) Election
is actually and timely filed with the Internal Revenue Service and for all tax consequences resulting from the Section 83(b) Election
or the failure to timely file the executed election with the Internal Revenue Service.  It is the Awardee’s responsibility
to properly report all income and remit all federal, state, and local taxes that may be due to the relevant taxing authorities as the
result of receiving this Award.


 


5.            References.  References herein to rights and obligations of the Awardee
shall apply, where appropriate, to the Awardee’s legal representative or estate without regard to whether specific reference to
such legal representative or estate is contained in a particular provision of this Agreement.


 






    	 	33	 



     


    

 


6.            Notices.  Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given when delivered personally or by courier, or sent by certified or
registered mail, postage prepaid, return receipt requested, duly addressed to the party concerned at the address indicated below or to
such changed address as such party may subsequently by similar process give notice of:


 


If to the Company:


 


Standard Motor Products, Inc.


37-18 Northern Blvd.


Long Island City, NY 11101


Attn.:  Office of the Corporate Secretary


 


If to the Awardee:


 


At the Awardee’s most recent address shown
on the Company’s corporate records, or at any other address which the Awardee may specify in a notice delivered to the Company in
the manner set forth herein.


 


7.             Governing Law.  This Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without giving effect to principles of conflict of laws.


 


8.             Counterparts.  This Agreement may be executed in two counterparts,
each of which shall constitute one and the same instrument.


 


9.            Waiver and Acknowledgement.  The Awardee agrees that the Plan supersedes
and replaces all prior stock option and share incentive plans of the Company, and hereby waives any entitlement to future grants of any
shares or options under any previously existing incentive plan other than the Plan, and further agrees that the Awardee has no right under
any employment contract or agreement to any options or stock of the Company except as specifically set forth in the Plan, or except as
provided in previous grants.


 


10.          Capitalized and Defined Terms.  Capitalized terms used herein and not defined
shall have the meanings set forth in the Plan. In the event of any conflict between this Agreement and the Plan, the Plan shall control.


 


11.          Forfeiture. 
This Restricted Share Award is subject to (i) forfeiture as provided under the Company’s Clawback Policy, adopted as of February
28, 2011, as amended from time to time in the discretion of the Company; and (ii) any required reimbursement, forfeiture, or claw back
rules issued in final form by the Securities and Exchange Commission or other applicable agency.


 






    	 	34	 



     


    

 


12.          Company
Not Responsible for Awardee’s Tax Liability.  The ultimate liability for all taxes with respect to the Restricted Share
Award is and remains the Awardee’s responsibility, and the Company (a) makes no representation or undertakings regarding the treatment
of tax in connection with the Award; and (b) does not commit to structure the Restricted Share Award to reduce or eliminate the Awardee’s
tax liability.


 


IN WITNESS WHEREOF, the undersigned have executed
this Agreement as of the date first above written.


 





	 	 
	 	Awardee 
	 	 
	STANDARD MOTOR PRODUCTS, INC.	 
	 	 
	 	 
	Name:	 
	Title:	 




 






    	 	35	 



     


    




 


STANDARD MOTOR PRODUCTS,
INC.




STANDARD MOTOR PRODUCTS, INC. amended and restated 


2016
OMNIBUS INCENTIVE PLAN


 


RETENTION RESTRICTED STOCK
AWARD AGREEMENT – EMPLOYEES


                       


THIS AGREEMENT, dated as of _____, is between Standard Motor Products, Inc. (“Company”), a New York corporation, and __________
(“Awardee”).


 


WHEREAS, the Company has decided to grant an award
(“Award”) to the Awardee under the Company’s Amended and Restated 2016 Omnibus Incentive Plan, as amended and restated
effective May 21, 2021 (the “Plan”), and Awardee wishes to accept the Award under the terms set forth in this Agreement;


 


NOW, THEREFORE, in consideration of the premises
and mutual covenants contained herein, and for other good and valuable consideration, the parties hereto agree as follows:


 


1.            Award
of Restricted Shares.  Pursuant to the provisions of the Plan, the terms of which are incorporated herein by reference, the Awardee
is hereby awarded _____ shares of the Company’s Common Stock (“Restricted Shares”), subject to the terms and conditions
of the Plan and those herein set forth (“Restricted Share Award”).  The Restricted Share Award is granted as of the date
of this Agreement as noted above (“Grant Date”).  


 


2.            Vesting
of Restricted Share Award.  Unless otherwise provided by the Committee, the Restricted Share Award, and all amounts receivable
in connection with any adjustments to the Shares under Sections 4.4 and 18.2 of the Plan, shall be subject to the vesting schedule in
this Section 2.


 


(a)               Vesting
Schedule.   This Restricted Share Award shall become vested as follows: (a) 25% at age 60, (b) 25% of the non-vested remaining
balance at age 63, and (c) the remaining balance at age 65; provided that in the event that an Awardee is age 60 or over as of the Grant
Date, then the Restricted Share Award shall become vested on the twelve (12) month anniversary of the Grant Date in such amounts that
the Awardee would otherwise be entitled to based on the Awardee’s age at the end of such twelve (12) month vesting period; provided
further that in the event the date of vesting occurs during the Company’s trading window black-out period under its Insider Trading
Policy, then the Restricted Share Award shall become vested on the 40th day after the end of the first, second and third calendar quarters
or on the 60th day after the end of the fourth calendar quarter in such amounts that the Awardee would otherwise be entitled to based
on the Awardee’s age at the end of such vesting period.  In the event the Awardee ceases to be an Employee for any reason (a
 “Termination of Service”) before the date the Restricted Share Award has vested, except as provided in Section 2(b) or 2(c)
below, the Awardee shall forfeit the entire non-vested Restricted Share Award.


 






    	 	36	 



     


    

 


(b)              Death,
Disability or Involuntary Termination without Cause.  In the event of the Awardee’s Termination of Service due to the Awardee’s
death or Disability, the Awardee shall be immediately vested in the entire Restricted Share Award. In the event of the Awardee’s
involuntary termination by the Company without Cause, the Awardee shall forfeit the entire non-vested Restricted Share Award as provided
under Section 2(a) unless the Committee or its designee, in their sole discretion, elect to accelerate the vesting of all or any portion
of the non-vested Restricted Share Award by written notice to the Awardee at the time of the Awardee’s Termination of Service


 


(c)               Change
in Control.  Notwithstanding any provision of this Section 2 to the contrary, the entire Restricted Share Award shall become
immediately and fully vested in full upon a Change in Control of the Company.


 


3.            Other
Terms and Conditions.  It is understood and agreed that the Restricted Share Award evidenced hereby is subject to the following
additional terms and conditions:


 


(a) Certificates.  Each certificate issued in respect of the Restricted Share Award hereunder shall be deposited with
the Company, or its designee, together with, if requested by the Company, a stock power executed in blank by the Awardee, and shall bear
a legend disclosing the restrictions on transferability imposed on such Restricted Shares by this Agreement (the “Restrictive Legend”).
  Upon the vesting of Restricted Shares pursuant to Section 2 hereof and the satisfaction of any withholding tax liability pursuant
to Section 5 hereof, the certificates evidencing such vested Restricted Shares, not bearing the Restrictive Legend, shall be delivered
to the Awardee.


 


(b)  Rights of a Stockholder.
  Prior to the time Restricted Shares are fully vested hereunder, the Awardee shall have no right to transfer, pledge, hypothecate
or otherwise encumber such Restricted Shares, and Awardee shall have no rights as a stockholder other than the right to vote such Restricted
Shares. 


 


(c)  No Right to Continued Employment. 
This Award shall not confer upon the Awardee any right with respect to continuance of employment with the Company nor shall this Award
interfere with the right of the Company to terminate the Awardee’s employment at any time and for any reason.


 


4.            Internal Revenue Code Section 83(b) Election.  The Awardee may make
an election under Internal Revenue Code Section 83(b) (a “Section 83(b) Election”) with respect to the Restricted Stock Award. 
Any such election must be made within thirty (30) days after the Grant Date.  If the Awardee elects to make a Section 83(b) Election,
the Awardee shall provide the Company with an executed version and satisfactory evidence of the filing of the executed Section 83(b) Election
with the Internal Revenue Service.  The Awardee agrees to assume full responsibility for ensuring that the Section 83(b) Election
is actually and timely filed with the Internal Revenue Service and for all tax consequences resulting from the Section 83(b) Election
or the failure to timely file the executed election with the Internal Revenue Service. 


 






    	 	37	 



     


    

 


5.            Tax Withholding.  No later than the earlier of (i) the date of vesting
of the Award; or (ii) the date of a Section 83(b) Election, the Awardee shall pay to the Company an amount sufficient to allow the Company
to satisfy any tax withholding obligations the Company may have, or choose to perform, in connection with the Award.  To this end,
the Awardee shall, as applicable:


 


(a)  pay the Company the amount of tax to
be withheld (including through payroll withholding with respect to cash amounts due to the Awardee from the Company);


 


(b)  at the discretion of the Company, deliver
to the Company other shares of stock of the Company owned by the Awardee prior to such date, having a fair market value, as determined
by the Committee, not less than the amount of the tax withholding due, which other shares have been owned by the Awardee for more than
six (6) months;


 


(c)  at the discretion of the Company, make
a payment to the Company consisting of a combination of cash and such shares of stock described in (b); or


 


(d)  at the discretion of the Company, when Shares have already vested only, have the Company withhold Shares that would otherwise
be delivered to the Awardee at the time of such vesting (but only in an amount which covers the minimum legally required tax withholding).        


 


Notwithstanding the foregoing, it is the Awardee’s
responsibility to properly report all income and remit all federal, state, and local taxes that may be due to the relevant taxing authorities
as the result of receiving this Award.


 


6.            References.  References herein to rights and obligations of the Awardee
shall apply, where appropriate, to the Awardee’s legal representative or estate without regard to whether specific reference to
such legal representative or estate is contained in a particular provision of this Agreement.


 


7.            Notices.  Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given when delivered personally or by courier, or sent by certified or
registered mail, postage prepaid, return receipt requested, duly addressed to the party concerned at the address indicated below or to
such changed address as such party may subsequently by similar process give notice of:


 


If to the Company:


 


Standard Motor Products, Inc.


37-18 Northern Blvd.


Long Island City, NY 11101


Attn.:  Office of the Corporate Secretary


 






    	 	38	 



     


    

 


If to the Awardee:


 


At the Awardee’s most recent address shown
on the Company’s corporate records, or at any other address which the Awardee may specify in a notice delivered to the Company in
the manner set forth herein.


 


8.             Governing Law.  This Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without giving effect to principles of conflict of laws.


 


9.             Counterparts.  This Agreement may be executed in two counterparts,
each of which shall constitute one and the same instrument.


 


10.          Waiver and Acknowledgement.  The Awardee agrees that the Plan supersedes and
replaces all prior stock option and share incentive plans of the Company, and hereby waives any entitlement to future grants of any shares
or options under any previously existing incentive plan other than the Plan, and further agrees that the Awardee has no right under any
employment contract or agreement to any options or stock of the Company except as specifically set forth in the Plan, or except as provided
in previous grants.


 


11.           Capitalized
and Defined Terms.  Capitalized terms used herein and not defined shall have the meanings set forth in the Plan. In the event
of any conflict between this Agreement and the Plan, the Plan shall control.


 


12.          Forfeiture.  If
the Awardee is an executive officer subject to Section 16 of the Securities Exchange Act of 1934, this Restricted Share Award is
subject to (i) forfeiture as provided under the Company’s Clawback Policy, adopted as of February 28, 2011, as amended from time
to time in the discretion of the Company; and (ii) any required reimbursement, forfeiture, or claw back rules issued in final form by
the Securities and Exchange Commission or other applicable agency.


 


IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date first above written.


 





	 	 
	 	Awardee 
	 	 
	STANDARD MOTOR PRODUCTS, INC.	 
	 	 
	 	 
	Name:	 
	Title:	 





 






    	 	39	 



     


    




 


STANDARD MOTOR PRODUCTS,
INC.


 


STANDARD
MOTOR PRODUCTS, INC. Amended and restated

2016 OMNIBUS INCENTIVE PLAN


 


PERFORMANCE SHARES AWARD
AGREEMENT – EMPLOYEES


 


THIS
AGREEMENT, dated as of , is between Standard Motor Products, Inc. (“Company”), a New York corporation, and  (“Awardee”).


 


WHEREAS, the Company has decided to grant an award
(“Award”) to the Awardee under the Company’s Amended and Restated 2016 Omnibus Incentive Plan, as amended and restated
effective May 21, 2021 (the “Plan”), and Awardee wishes to accept the Award under the terms set forth in this Agreement;


 


NOW, THEREFORE, in consideration of the premises
and mutual covenants contained herein, and for other good and valuable consideration, the parties hereto agree as follows:


 


1.            Award
of Performance Shares.  Pursuant to the provisions of the Plan, the terms of which are incorporated herein by reference, the
Awardee is hereby awarded _____ Performance Shares (the “Award”), subject to the terms and conditions of the Plan and those
herein set forth.  The Award is granted as of the date of this Agreement as noted above (the “Grant Date”).


 


2.             Performance
Criteria.  The Award shall be subject to the Measurement Period and the Performance Goals described in Exhibit A to this Agreement.
The Measurement Period for purposes of this Award shall be the calendar years.


 


(a)  If the Target Performance Goal is achieved, the Awardee shall be entitled to earn % of the Award.


 


(b)  If the Maximum Performance Goal is achieved, the Awardee shall be entitled to earn % of the Award.


 


(c)  If performance falls between the Threshold Performance Goal and the Target Performance Goal, or between the Target Performance
Goal and the Maximum Performance Goal, the percentage of the Award which shall be earned will be as described in Exhibit A.


 


3.             Determination
of Earned Award and Vesting.


 


(a)  Determination of Award.  As soon as practicable after the end of Measurement Period, a determination shall
be made by the Committee of the number of Performance Shares that Awardee has earned.  The date as of which the Committee determines
the number of Performance Shares earned shall be the “Award Date.” The Awardee shall immediately forfeit any Performance
Shares that have not been earned as of the Award Date.


 






    	 	40	 



     


    

 


(b)  Vesting.  Awardee’s interest in the earned Performance Shares shall become vested and non-forfeitable
on subject to the remaining provisions of this Award.


 


(c)  Forfeiture of Award.  If the Awardee shall cease to be an Employee prior to the vesting of the Award, the entire
Award shall be forfeited.


 


(d)  Payment of Award.  The Award payable under this Section 3 shall be paid in Shares as soon as practicable after
the date the Award becomes vested, except to the extent that the Committee, in its discretion, determines that cash be paid in lieu of
some or all of such Shares.  In no event will the Award be paid later than the March 15th of the year after the year in
which the Award becomes vested.


 


(f)  Holding Period.  If
the Awardee is subject to the Company’s Stock Ownership Guidelines, adopted as of February 11, 2016, unless waived by the Company,
after the end of the vesting period set forth in this Section 3, the Awardee shall be subject to a mandatory holding period of for Shares
paid to Awardee upon the lapse of restrictions on the Award, net of funds necessary for payment of applicable taxes. The Committee may
waive the holding period if enforcing the holding period would create severe hardship or prevent an Awardee from complying with a court
order.


 


4.            Other
Terms and Conditions.  It is understood and agreed that the Award evidenced hereby is subject to the following additional terms
and conditions:


 


(a)  Right to Continued Service.  This Award shall not confer upon the Awardee any right with respect to continuance
of employment with the Company nor shall this Award interfere with the right of the Company to terminate the Awardee’s employment
at any time and for any reason.


 


(b)  Rights of a Stockholder.  Prior to the time an Award is earned and fully vested hereunder, the Awardee shall
have no right to transfer, pledge, hypothecate, or otherwise encumber such Award until and unless it has been paid out.  Before the
Award has been fully paid in Shares, the Awardee shall have no rights as a stockholder including, but not limited to, the right to vote.


 


5.             Tax Withholding.
  No later than the date of vesting of the Awards, the Awardee shall pay to the Company an amount sufficient to allow the Company
to satisfy any tax withholding obligations the Company may have, or choose to perform, in connection with the Award. To this end, the
Awardee shall, as applicable:


 


(a)  pay the Company the amount of tax to
be withheld (including through payroll withholding with respect to other cash amounts due to the Awardee from the Company),


 


(b)  at the discretion of the Company, deliver
to the Company other shares of stock of the Company owned by the Awardee prior to such date having a fair market value, as determined
by the Committee, not less than the amount of the tax withholding due, which other shares have been owned by the Awardee for more than
six (6) months;


 






    	 	41	 



     


    

 


(c)  at the discretion of the Company, make
a payment to the Company consisting of a combination of cash and shares of stock described in (b); or


 


(d)  at the discretion of the Company, have the Company withhold Shares that would otherwise be delivered to the Awardee at the time
of such vesting (but only in an amount which covers the minimum legally required tax withholding). 


 


Notwithstanding the foregoing, it is the Awardee’s
responsibility to properly report all income and remit all federal, state, and local taxes that may be due to the relevant taxing authorities
as the result of receiving this Award.


 


6.            References.  References herein to rights and obligations of the Awardee
shall apply, where appropriate, to the Awardee’s legal representative or estate without regard to whether specific reference to
such legal representative or estate is contained in a particular provision of this Agreement.


 


7.            Notices.  Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given when delivered personally or by courier, or sent by certified or
registered mail, postage prepaid, return receipt requested, duly addressed to the party concerned at the address indicated below or to
such changed address as such party may subsequently by similar process give notice of:


 


If to the Company:


 


Standard Motor Products, Inc.


37-18 Northern Blvd.


Long Island City, NY 11101


Attn.:  Office of the Corporate Secretary


 


If to the Awardee:


 


At the Awardee’s most recent address shown
on the Company’s corporate records, or at any other address which the Awardee may specify in a notice delivered to the Company in
the manner set forth herein.


 


8.            Governing Law.  This Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without giving effect to principles of conflict of laws.


 


9.            Counterparts.  This Agreement may be executed in two counterparts,
each of which shall constitute one and the same instrument.


 


10.          Waiver and Acknowledgement.  The Awardee agrees that the Plan supersedes and
replaces all prior stock option and share incentive plans of the Company, and hereby waives any entitlement to future grants of any shares
or options under any previously existing incentive plan other than the Plan, and further agrees that the Awardee has no right under any
employment contract or agreement to any options or stock of the Company except as specifically set forth in the Plan, or except as provided
in previous grants.


 






    	 	42	 



     


    

 


11.          Capitalized and Defined Terms.  Capitalized terms used herein and not defined
shall have the meanings set forth in the Plan. In the event of any conflict between this Agreement and the Plan, the Plan shall control.


 


12.          Forfeiture.  If
the Awardee is an executive officer subject to Section 16 of the Securities Exchange Act of 1934, this Restricted Share Award is
subject to (i) forfeiture as provided under the Company’s Clawback Policy, adopted as of February 28, 2011, as amended from time
to time in the discretion of the Company; and (ii) any required reimbursement, forfeiture, or claw back rules issued in final form by
the Securities and Exchange Commission or other applicable agency.


 


IN WITNESS WHEREOF, the undersigned have executed
this Agreement as of the date first above written.


 


	 	 
	 	Awardee 
	 	 
	STANDARD MOTOR PRODUCTS, INC.	 
	 	 
	 	 
	Name:	 
	Title:	 





 






    	 	43	 



     


    




 


EXHIBIT A


 


Measurement
Period: January 1, [_____] to December 31, [______]


 


 


Performance
Goals and Pay-Outs:


 


	 	Performance Goal*	Performance 

Goal as 

Percentage of Target	
    Pay-out as

    Percentage of Target

     

	Threshold	$     *	     %	0%
	Target	$     *	     %	100%
	Maximum	$     *	     %	200%





 


Schedule
of payments for intermediate results: The percentage of the Award which shall be earned for intermediate results will vary
from 0% to 200%, depending upon the level of achievement of the Performance Goals described above.


 






    	 	44