Exhibit 10.6




 


AMENDED AND RESTATED


OFFICERS’ AND KEY EMPLOYEES’


SEVERANCE PLAN OF


STONERIDGE, INC.


 


Article 1


 


Introduction


 


1.1           STONERIDGE, Inc.
(“STONERIDGE”) hereby establishes this Amended and Restated Officers’ and Key Employees’ Severance Plan
of STONERIDGE, Inc. (“Plan”), effective as of May 9, 2017, to provide
salary continuation, and welfare benefit continuation (collectively, the “Severance Benefits”) to eligible officers
and key employees of STONERIDGE (a) whose employment is involuntarily terminated and (b) who satisfy all Plan requirements
for the receipt of Severance Benefits.


 


1.2           While
the term of this Plan is indefinite, STONERIDGE as the Plan Sponsor reserves the right to amend, modify or terminate this Plan
without notice; provided, however, any such amendment, modification or termination shall not adversely affect an Eligible Executive’s
(as defined in Section 2.1) right to Severance Benefits if all conditions in Article 2 are satisfied at the time of the proposed
amendment, modification or termination. No benefits shall be provided hereunder to such Eligible Executive to the extent he or
she receives benefits under a separate employment agreement or other plan, as further described under Section 4.7. Lastly, nothing
herein shall be deemed to modify the at-will employment status of any STONERIDGE Eligible Executive who is not subject to a specific
employment agreement.


 


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


 


1.4           Information
regarding the Plan, its claims procedures and employees’ rights under the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”), are included as Section 4.4 and Articles 5 and 6.


 


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


 


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


 


(a)          Affiliate:
For purposes of this Plan, an “Affiliate” shall mean any corporation which would be defined as a member of a “controlled
group of corporations” within the meaning of Code Section 414(b) which includes STONERIDGE or any business organization which
would be defined as a trade or business (whether or not incorporated) which is under “common control” within the meaning
of Code Section 414(c) with STONERIDGE but, in each case, only during periods any such corporation or business organization would
be so defined. This definition shall be modified for purposes of the definition of “Separation from Service” by the
modification described in Treasury Regulation 1.409A-1(h).


 






     


     


    

 


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


 


(c)          Cause:
For the purposes of this Plan, “Cause” shall mean:


 


(i)          intentional
misappropriation of funds from STONERIDGE;


 


(ii)         conviction
for a felony;


 


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


 


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


 


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


 


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


 


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


 


(d)          Code:
For purposes of this Plan, “Code” shall mean the Internal Revenue Code of 1986, as amended and any lawful regulations
or other lawful guidance promulgated thereunder. Whenever a reference is made herein to a specific Code Section, such reference
shall be deemed to include any successor Code Section having the same or a similar purpose.


 


(e)          Change
in Control: For purposes of this Plan, “Change in Control” shall mean the occurrence of any of the following events:


 


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


 






    	 	-2-	 



     


    

 


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


 


(iii)        any
person or other entity (other than STONERIDGE or a subsidiary of STONERIDGE or any STONERIDGE employee benefit plan (including
any trustee of any such plan acting in its capacity as trustee)) purchases any common shares (or securities convertible into common
shares) pursuant to a tender or exchange offer without the prior consent of the Board or becomes the beneficial owner of securities
of STONERIDGE representing 35% or more of the voting power of STONERIDGE’s outstanding securities; or


 


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


 


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


 


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


 






    	 	-3-	 



     


    

 


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


 


Article 2


 


Eligibility For Severance Benefits


 


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


 


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


 


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


 


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


 






    	 	-4-	 



     


    

 


Article 3


 


Severance Benefits


 


3.1           Salary
Continuation: Subject to the terms of this Plan, an Eligible Executive shall be provided salary continuation for 12 months
after the effective date of the Involuntary Separation from Service, payable (assuming the Code Section 409A Severance Limit described
in Section 3.3 is not exceeded) in accordance with normal payroll practices, commencing on a date selected by the Plan Administrator
which is not later than 60 days following the date of the Eligible Executive’s Separation from Service and subject to normal
tax withholding. Notwithstanding the foregoing to the contrary, the Plan Administrator shall not be required to commence payments
until it receives the release required pursuant to Section 3.4 and it becomes irrevocable. In the event that the total amount of
Severance Benefits provided pursuant to this Article 3 exceeds the Code Section 409A Severance Limit described in Section 3.3,
salary continuation benefits shall be payable in accordance with the Alternate Payment Timing provisions of Section 3.3. The Eligible
Executive’s right to a series of installment payments under this Section shall be treated as a right to a series of separate
payments as provided in Treasure Regulation Section 1.409A-2(b)(2)(iii).


 


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


 


3.3           Alternative
Payment Timing: In the event that (a) the aggregate amount of Severance Benefits provided under Sections 3.1 exceeds two times
the lesser of (i) the Eligible Executive’s annualized compensation for the preceding calendar year (or the current calendar
year if the Eligible Executive did not have compensation from STONERIDGE or an Affiliate during the preceding calendar year), or
(ii) the limit on compensation set forth in Section 401(a)(17) of the Code (the “Section 409A Severance Limit”), any
payments in excess of the Section 409A Severance Limit shall be considered a separate benefit and no portion of such separate benefit
shall be paid prior to the day which is six months and one day following the Eligible Executive’s Separation from Service.
The aggregate of the payments comprising such unpaid amount (the “Section 409A Severance Reduction Amount”) shall be
paid to the Eligible Executive in a single lump sum payment on the day which is six months and one day following his or her Separation
from Service.


 






    	 	-5-	 



     


    

 


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


 


Article 4


 


General Provisions


 


4.1           Other
Plans:


 


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


 


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


 


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


 


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


 


4.4           Plan
Administration:


 


(a)          The
Plan constitutes an employee welfare benefit plan as defined in ERISA. The Plan Administrator for the Plan is the Compensation
Committee of the Board of Directors of STONERIDGE, Inc., Stoneridge, Inc.,
39675 MacKenzie Drive, Suite 400, Novi, Michigan, 48377 (the “Committee”).


 


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


 






    	 	-6-	 



     


    

 


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


 


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


 


Corporate Officers’ and Key Employee’s
Severance Plan of STONERIDGE, Inc. Plan Number: 502.


 


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


 


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


 


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


 


4.7           Non-duplication
of Benefits: To the extent, and only to the extent, a payment or benefit that is to be paid or provided under Article 3 of
this Plan has been or will be paid or provided for the same purpose and is payable at the same time and in the same manner as under
this Plan under the terms of another applicable plan, program, agreement or arrangement, including, without limitation, any employment
agreement with the Eligible Executive, then the payment under this Plan shall be deemed to have been satisfied by the payment made
or benefit(s) provided under such other applicable plan, program, agreement or arrangement, and under no circumstances shall the
Eligible Executive be eligible for duplicate, overlapping or cumulative payments or benefits. If this Section is applicable and
the other plan, program, agreement or arrangement contains similar language which indicates that the like payments shall be made
under this Plan rather than that plan, program, agreement or arrangement, the Committee shall resolve the issue so that the Eligible
Executive is paid under one but not both arrangements.


 






    	 	-7-	 



     


    

 


Article 5


 


Claims Procedure


 


5.1          Claim:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	-8-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	-9-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	-10-	 



     


    

 


Article 6


 


The Plan and ERISA


 


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


 


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


 


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



 


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



 


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



 


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


 


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


 






    	 	-11-	 



     


    

 


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


 


This Plan, as amended
and restated, supersedes and replaces the Severance Plan Officers’ and Key Employees’ Severance Plan of STONERIDGE,
INC. dated October 5, 2009.


 


This Plan is hereby
adopted and approved this 9th day of May, 2017.


 


	 	STONERIDGE, Inc.
	 	 	 
	 	By:	/s/JONATHAN B. DEGAYNOR
	 	 	Jonathan B. DeGaynor
	 	 	President and Chief Executive Officer


 




    	 	-12-	 



     


    

 


EXHIBIT
A


 


ELIGIBLE
EXECUTIVES


 


Thomas A. Beaver, President of Global Sales


 


Thomas Dono, Chief Legal Officer


 


Robert R. Krakowiak, Chief Financial Officer
and Treasurer


 


Daniel Kusiak, Vice President Global Procurement


 


Anthony L. Moore, Vice President of Global
Operations


 


Alisa A. Nagle, Chief Human Resources Officer


 


Michael D. Sloan, Vice President


 


Robert Willig, President Control Devices


 




    	 	A-1	 



     


    

 


EXHIBIT
B


 


RELEASE


 


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


 


In exchange for
the payments set forth under the Corporate Officers’ and Key Employees’ Severance Plan of STONERIDGE, Inc. (“Severance
Plan”), I and my heirs, personal representatives, successors and assigns, hereby forever release, remise and discharge STONERIDGE, Inc.
(the “Employer”) and each of its past, present, and future officers, directors, shareholders, members, employees, trustees,
agents, representatives, affiliates, successors and assigns (collectively the “Employer Released Parties”) from any
and all claims, claims for relief, demands, actions and causes of action of any kind or description whatsoever, known or unknown,
whether arising out of contract, tort, statute, treaty or otherwise, in law or in equity, which I now have or have had against
any of the Employer Released Parties from the beginning of my employment with Employer to the date of this release, arising from,
connected with, or in any way growing out of, or related to, directly or indirectly, (i) my employment by Employer, (ii) my service
as an officer or key employee, as the case may be, of Employer, (iii) any transaction prior to the date of this release and all
effects, consequences, losses and damages relating thereto, (iv) the services provided by me to Employer, or (v) my termination
of employment with Employer under the common law or any federal, state or local statute, law, or ordinance including, but not limited
to, all claims arising under the Civil Rights Acts of 1866 and 1964, the Equal Pay Act of 1963, the Age Discrimination in Employment
Act of 1967, the Rehabilitation Act of 1973, the Older Workers Benefit Protection Act of 1990, the Americans with Disabilities
Act of 1990, the Civil Rights Act of 1991, the Family and Medical Leave Act of 1993, the Genetic Information Nondiscrimination
Act of 2008, the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), Title 4112 of the Ohio Revised Code, the
wage and hour laws of Ohio and Michigan, the Elliott Larsen Civil Rights Act, the Michigan Persons with Disabilities Civil Rights
Act, and all other federal, state or local laws governing employers and employees.


 






    	 	B-1	 



     


    

 


Notwithstanding
this release of claims, I acknowledge that: (i) nothing in this release will bar, impair or affect the obligations, covenants and
agreements of Employer set forth in the Severance Plan; (ii) I retain the right to file a charge of alleged employment discrimination
with the Equal Employment Opportunity Commission (EEOC) or a state or local civil rights agency or to participate in the investigation
of such charge filed by another person or to initiate or respond to communications with the EEOC or a state or local civil rights
agency; however, I waive all rights to recover or share in any damages or monetary payment awarded under any EEOC charge or state
or local civil rights agency charge or action; and (iii) I retain the right to file a charge or complaint or otherwise communicate
with the Securities and Exchange Commission (SEC) or participate in any investigation or proceeding conducted by the SEC, and the
release does not limit my right to receive an award for information provided to the SEC.


 


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


 






    	 	B-2