Exhibit 10.2


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement (this “Employment Agreement”)
is entered into as of the 16th day of March, 2015, with respect to an employment start date of March 30, 2015 (the “Effective
Date”), by and between Stoneridge, Inc., an Ohio corporation (the “Company”), and Jonathan DeGaynor (the “Executive”).


 


Recital


 


The Company desires to employ the Executive, and the Executive desires
to be employed by the Company, on the terms and subject to the conditions set forth herein.


 


Agreements


 


NOW, THEREFORE, in consideration of the mutual promises and mutual
covenants herein contained and for other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged,
the parties agree as follows:


 


		1.	Employment.



 


A.          The
Company hereby employs the Executive as its President and Chief Executive Officer and the Executive hereby accepts such employment
for the Term (as defined below), in the positions and with the duties and responsibilities set forth herein, all subject to the
terms and conditions hereinafter set forth. The Executive shall be located at the Company’s Warren, Ohio corporate headquarters.


 


B.          The
term of Executive’s employment and the term of this Employment Agreement (the “Term”) shall commence as of the
Effective Date and shall continue until terminated in accordance with, and subject to, the terms and condition of this Employment
Agreement. During the Term (all references herein to the Term of this Employment Agreement shall include references to the period
of renewal hereof, unless properly and timely not renewed under Section 2.A.), the Executive shall be and have the title of President
and Chief Executive Officer and shall devote his full working time, attention, energy and all reasonable efforts to his employment
and to the affairs of the Company, its subsidiaries and divisions, and perform faithfully and diligently his duties hereunder and
such duties as are customarily performed by Presidents and Chief Executive Officers of companies similar in size to the Company
or whose equity securities are listed on the New York Stock Exchange, together with such other duties as may be reasonably requested
from time to time by the Board of Directors of the Company (the “Board”), which duties shall be consistent with his
positions as set forth above and as provided in Section 2. To the extent such policies, procedures and practices do not conflict
with this Employment Agreement the Executive agrees to comply with and be bound by the Company’s operational policies, procedures
and practices from time to time in effect during the Term.


 


C.          The
Executive shall obtain Board approval before serving as an outside director of any other company. This Employment Agreement shall
not be construed as preventing the Executive from investing his assets in such form or manner as will not require a material amount
of his time, in each case subject to the confidentiality, non-competition and non-solicitation obligations contained in Section
5 below.


 




    	 



    	 



    

 


		2.	Term and Positions.



 


A.          Subject
to the provisions for renewal and termination hereinafter provided, (i) the Term shall begin on the Effective Date shall continue
until December 31, 2016 and (ii) provided if the Executive is less than 65 years old as of the first day of each succeeding calendar
year after December 31, 2016, the Term automatically shall be extended for successive additional calendar year periods, beginning
with the calendar year commencing January 1, 2017 and continuing on each January 1 thereafter; provided, however, upon the occurrence
of a Change in Control (as defined below), the Term shall automatically extend until December 31 of the fourth year after the occurrence
of the Change in Control. This Employment Agreement and the Executive’s employment may be terminated at any time as provided
in Section 4. This Employment Agreement and Executive’s employment may also be terminated by either the Executive or the
Company at the end of the then current Term upon written notice of non-renewal of this Employment Agreement given to the other
party at least 90 days before the end of the then current Term, with the provisions of Section 4 applying to such non-renewal.
Upon any termination, the Executive shall be deemed to have ceased serving in all offices and directorships held by the Executive
or the Company or its subsidiaries.


 


B.          The
Executive shall be entitled to serve as the President and Chief Executive Officer of the Company. Without limiting the generality
of any of the foregoing, except as hereafter expressly agreed in writing by the Executive: (i) the Executive shall not be required
to report to any single individual and shall report only to the Board as an entire body, (ii) no other individual shall be elected
or appointed as President or Chief Executive Officer of the Company, (iii) the other senior executive officers of the Company,
with the exception of the Director of Internal Audit, shall report to no individual other than the Executive, and (iv) no individual
or group of individuals (including a committee established or other designee appointed by the Board) shall have any authority over
or equal to the authority of the Executive in his role as President and Chief Executive Officer, and neither the Company, the Board,
nor any member of the Board shall take any action which will or could have the effect of, or appear to have the effect of, giving
such authority to any such individual or group. For service as a director, officer and employee of the Company, the Executive shall
be entitled to the fullest indemnification permitted by law, including the full protection of the applicable indemnification provisions
of the articles of incorporation and code of regulations of the Company, as the same may be amended from time to time. The Company
and Executive have, contemporaneously herewith, executed an Indemnification Agreement (the “Indemnification Agreement”)
and the Company agrees that notwithstanding anything to the contrary contained in the Indemnification Agreement, the Company shall
maintain in full force and effect D&O insurance similar in amount and terms as its peers during the Term and for four (4) years
thereafter.


 


C.          At
all times during the term of his employment hereunder, the Executive shall be entitled to nominate himself for election to the
Board and the Company shall take all actions required for the Executive to be elected to the Board at the first Annual Meeting
of Shareholders following Executive’s employment and at all subsequent Annual Meetings of Shareholders during the Term.


 




    	 



    	 



    

 


		3.	Compensation and Benefits.



 


During the Term of this Employment Agreement the Company shall pay
or provide, as the case may be, to the Executive the compensation and other benefits and rights set forth in this Section 3.


 


A.          The
Company shall pay to the Executive a base salary payable in accordance with the Company’s usual pay practices (and in any
event no less frequently than monthly) of not less than Five Hundred Thousand Dollars ($500,000) per annum. The Executive will
be eligible for a merit increase on a standard cycle beginning in 2016.


 


B.          For
the Company’s 2015 fiscal year and each subsequent fiscal year during the Term, the Executive shall participate in the Company’s
Annual Incentive Plan (the “AIP”), in effect at the time and approved by the Compensation Committee of the Board (the
“Committee”), at a threshold equal to at least fifty percent (50%) of base salary, a target equal to one hundred percent
(100%) of base salary and a maximum equal to at least two hundred percent (200%) of base salary; provided, however, notwithstanding
the 2015 fiscal year target, the Company shall pay to the Executive or his estate, as applicable, incentive or bonus compensation
under the AIP for the 2015 fiscal year of not less than fifty percent (50%) of base salary actually paid (the “prorated incentive”)
and the payment of the prorated incentive may be made on or before December 31, 2015 at the Company’s discretion. If the
prorated incentive is not paid in 2015 the Company shall pay to the Executive incentive or bonus compensation for the Company’s
2015 fiscal year (including any amount earned above the prorated incentive if the prorated incentive has been paid in 2015) not
later than March 15 following the end of the fiscal year; provided, however, if the Executive’s employment and this Employment
Agreement is terminated for “Cause” the Executive shall not be entitled to be paid any incentive or bonus compensation.


 


C.          For
the Company’s 2016 fiscal year and fiscal years thereafter, the Company shall pay, if earned, to the Executive bonus or incentive
compensation each fiscal year of the Company, not later than March 15 following the end of each fiscal year. In the event the Executive’s
employment is terminated other than for “Cause” or the Executive resigns for “Good Reason” or in the event
of Executive’s death or Permanent Disability, the Executive shall be eligible for incentive or bonus compensation, if any,
prorated on a per diem basis for partial fiscal years. If the Executive’s employment is terminated for “Cause”
the Executive shall not be entitled to be paid any incentive or bonus compensation. Executive’s annual incentive or bonus
compensation entitlement for each of the fiscal years during the Term generally shall be pursuant to the terms of the AIP, in effect
at the time, at the target level approved by the Committee, or in accordance with a formula or other bonus plan established by
the Committee for such fiscal year; provided, however, that with respect only to termination of employment by reason of death,
permanent disability, or termination of employment other than for “Cause” or resignation for “Good Reason,”
and provided that such termination occurs more than six months after the beginning of the then current fiscal year, then the Executive
(or his beneficiary) shall also be entitled to a pro-rated annual bonus based upon the proportion of the fiscal year during which
the Executive was actively employed, but payable only if and when the annual bonus would have been paid if no termination had occurred.
Other than for the 2015 fiscal year as provided for in Section 3(B) nothing in this Employment Agreement guarantees that the Executive
shall be paid incentive or bonus compensation; provided, however, the Executive shall be entitled to participate in the AIP or
other incentive compensation plans, if any, if approved by the Committee for the Company’s management employees.


 




    	 



    	 



    

 


D.          The
Company shall provide to the Executive such health insurance for himself, his spouse and eligible dependents, as offered to the
Company’s senior executive officers, and shall provide such other employee welfare benefits such as life and long-term disability
as offered to the Company’s senior executive officers. The Company shall provide the Executive with an annual executive physical.


 


E.          The
Executive shall be entitled to participate in all retirement and other benefit plans, including 401(k) plans, of the Company generally
available from time to time to employees of the Company and for which the Executive qualifies under the terms thereof (and nothing
in this Employment Agreement shall or shall be deemed to in any way effect the Executive’s right and benefits thereunder
except as expressly provided herein).


 


F.          The
Company shall pay the Executive, each month, a monthly automobile allowance of Twelve Hundred Dollars ($1,200.00) to pay for the
costs associated with the Executive’s transportation expenses.


 


G.          The
Executive shall be entitled to such vacation with pay during each year of his employment hereunder consistent with the policies
of the Company, but in no event less than four (4) weeks in any such calendar year (pro-rated as necessary for partial calendar
years during the Term); provided, however, that the vacation days taken do not interfere with the operations of the Company. Such
vacation may be taken, in the Executive’s discretion, at such time or times as are not inconsistent with the reasonable business
needs of the Company. Unused vacation time shall not be carried over to another year. The Executive shall not be entitled to any
compensation in lieu of vacation in the event that the Executive, for whatever reason, including termination of employment, fails
to take such vacation during any year of his employment hereunder. The Executive shall also be entitled to all paid holidays given
by the Company to its executive officers.


 


H.          The
Executive shall be entitled to participate in any equity or other employee benefit plan, including the Company’s Long-Term
Incentive Plan (the “Plan”) that is generally available to executive officers. The Executive’s participation
in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of
the particular plan. Upon execution of this Agreement, the Executive shall be awarded, for 2015, a grant pursuant to the Plan.
The terms of such awards are set forth in the Award Agreement attached hereto as Appendix A, which award agreement will
be issued and signed by the Company on March 30, 2015 with the blanks completed such that 45% of the award will be time based and
55% will be performance based (with 35% based on the three year annual EPS and 20% based on cumulative three year relative total
shareholder return) and the value of the award will be $750,000 on the grant date. Thereafter, grants or awards made under any
such plan, if any, shall be made at the discretion of the Committee, the Board or such other appropriate committee of the Board,
as determined appropriate annually.


 




    	 



    	 



    

 


I.          Upon
execution of this Agreement the Executive shall awarded a one-time special grant pursuant to the terms of the Plan. The terms of
such awards are set forth in the Award Agreement attached hereto as Appendix B, which award agreement will be issued and
signed by the Company on March 30, 2015 with the blanks completed such that 50% of the award will be time based and 50% will be
performance based (with 35% based on the three year annual EPS and 15% based on cumulative three year relative total shareholder
return), the value of the award on the grant date will be $1,000,000 and the time based portion will vest 50% in two years and
50% in three years and the performance based portion will vest in three years.


 


J.          The
Company shall provide the Executive with the Company’s standard relocation benefits for senior executive offers in connection
with the Executive’s relocation to the Warren, Ohio area. If not already provided for pursuant to the Company’s standard
relocation benefits for senior executive officers, the Company shall pay up to One Hundred Thousand Dollars ($100,000) for reasonable
relocation costs within 18 months from employment date, including payment or reimbursement for: (i) transportation for the Executive
and spouse during the search for permanent housing, (ii) temporary housing for up to 12 months during the transition period, (iii)
purchase/sale assistance of residences, including points, closing costs and real estate commissions; and (iv) move of household
goods.


 


K.          The
Company shall reimburse the Executive or provide him with an expense allowance during the term of this Employment Agreement for
travel, entertainment and other expenses reasonably and necessarily incurred by the Executive in connection with the Company’s
business. The Executive shall furnish such documentation with respect to reimbursement to be paid hereunder as the Company shall
reasonably request.


 


		4.	Termination of Employment.



 


A.          Termination
for Cause.          The Company may terminate this Employment Agreement and Executive’s
employment for Cause. For purposes of this Employment Agreement, termination for “Cause” shall result from the Executive’s:


 


(1)          misappropriation
of funds from the Company;


 


(2)          conviction
of a felony;


 


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


 


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


 


(5)          breach
of any material term of this Employment Agreement;


 


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


 


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


 




    	 



    	 



    

 


Provided, however, the Executive shall have been
provided with written notice that there is a basis for termination for cause under clauses (1) and (4)-(7), above. The notice shall
set forth the facts regarding the basis for termination. The Executive shall be afforded a reasonable amount of time under the
circumstances after the delivery of the notice before the Board meets to consider any possible termination for cause (which amount
of time the parties acknowledge may be very limited depending on the circumstances). At or prior to the meeting of the Board to
consider the matters described in the written notice the Executive will be afforded an opportunity to express his views to the
Board on the subject matter of the notice. The Board’s determination concerning a termination for Cause shall be made at
the sole discretion of the Board.


 


In the event of termination for Cause, the Executive
shall only be paid his unpaid base salary through the date of termination.


 


		B.	Termination by the Company Without Cause; Resignation for Good Reason.



 


(1)          Provided
that a “Change in Control” (as defined in a separate Change in Control Agreement, dated March 16, 2015, by and between
the Executive and the Company (the “CIC Agreement”) (a copy of the CIC Agreement is attached hereto as Appendix C))
has not occurred, or that a Change in Control has occurred but the two years during which a Triggering Event as defined in the
CIC Agreement could occur has expired, (i) the Company may terminate this Employment Agreement and Executive’s employment
without Cause (the Company agrees that the provision of a notice of non-renewal under Section 2(A) by the Company is a termination
of Executive’s employment without Cause) and (ii) the Executive may terminate this Employment Agreement and the Executive’s
employment for Good Reason (as hereinafter defined). If the Executive’s employment is terminated by the Company without Cause
or if Executive resigns for Good Reason, then the Company shall pay, upon the receipt of the release described in Section 4(B)(3),
the severance payment described in this Section 4(B)(1) to the Executive (which will be in addition to any other compensation or
remuneration to which the Executive is, or becomes, entitled to receive from the Company). The amount of the severance payment
is equal to the sum of the Executive’s annual base salary and target annual incentive. In addition, the Company shall, at
its expense, provide the Executive and his eligible dependents with life and health insurance (“Health and Welfare Benefits”)
in an amount not less than provided on the date of the Executive’s termination from employment for a period of twelve (12)
months following the termination without Cause; provided, however, the Company shall not be obligated to pay for Health and Welfare
Benefits after the date on which the Executive shall be eligible to receive benefits from another employer which are substantially
equivalent to or greater than the benefits the Executive and his family received from Company; provided, further, that if the Executive’s
continuation in some or all of the Company’s Health and Welfare Benefits is not available, then the Company shall make additional
monthly payments to the Executive equal to the cost of the coverage, as determined solely by the Company for similarly situated
employees of the Company, over a period of up to twelve (12) months with respect to those benefits among the Health and Welfare
Benefits not available. All payments pursuant to this Employment Agreement shall be made less standard required deductions and
withholdings.


 




    	 



    	 



    

 


(2)          Notwithstanding
anything in this Employment Agreement to the contrary, if there shall occur a “Change in Control” and a “Triggering
Event” (as those terms are defined in the Change in Control Agreement (“CIC Agreement”)), then the Company or
the Executive shall have the right to terminate the employment of the Executive with the Company and, in the event of such termination,
the payments to be made to the Executive in connection therewith shall be governed by the CIC Agreement and not Section 4(B)(1)
of this Employment Agreement and the Executive shall be entitled to no further compensation or other benefits under this Employment
Agreement, except (i) unpaid base salary, vacation, unreimbursed expenses and amounts pursuant to Section 4(B)(4), below, subject
to any release requirement in the CIC Agreement.


 


(3)          Notwithstanding
anything to the contrary contained in any award agreement, the Company agrees that upon a Change in Control (as defined in the
CIC Agreement), whether or not a Triggering Event (as defined in the CIC Agreement), all equity and equity type awards granted
to the Executive including, without limitation, performance shares and restricted shares, shall vest and any performance goals
shall be deemed to have been met at target. Notwithstanding anything to the contrary contained in any award agreement, the Company
agrees that upon a termination of employment of the Executive due to death or Permanent Disability (i) all equity and equity type
awards that are not performance based (including, without limitation, restricted shares) shall vest; and (ii) all equity and equity
type awards that are performance based shall vest and the award value will be determined at the end of the performance period based
on actual performance and payment shall be pro-rated based on employment during the performance period. Payment shall be made not
later than the 15th day of the third month following the year in which awards under this Section 4(B)(3) vest.


 


(4)          Payment
of amounts described in this Section 4(B) shall commence within seventy (70) days following the Executive’s termination of
employment, contingent upon the Executive executing a general release in the form set forth in Appendix D (“General
Release”) within sixty (60) days of cessation of employment and not revoking the General Release, provided that if such seventy
(70) day period begins in one calendar year and ends in a second calendar year, payment shall commence in the second calendar year.
If the Company has not received the General Release within forty-five (45) days after the Executive’s cessation of employment,
the Company shall provide Executive Written Notice that the General Release must be signed within sixty (60) days after cessation
of employment to receive the benefits hereunder, which notice, however, shall in no event modify any otherwise applicable time
periods. If the Executive fails to timely sign and deliver the General Release, the Company shall not be obligated to pay the amounts
set forth in this Section 4(B). Under no circumstances there shall be duplication of payments under this Employment Agreement and
the CIC Agreement.


 


C.          Termination
for Death.          In the event of termination for reason of death (in the case
of death the Executive’s employment hereunder shall be terminated as of the date of his death) the Executive’s designated
beneficiary, or, in the absence of such designation, the estate or other legal representative of the Executive shall be paid the
amounts described in Section 4(B)(3) and the Executive’s unpaid base salary (but no annual bonus or annual incentive compensation
except as specifically provided in Section 3(B) or 3(C) with respect to a pro-rated annual bonus) through the end of the month
in which the death occurs. No other benefits shall be payable under this Section 4 due to the Executive’s termination in
the event of death.


 




    	 



    	 



    

 


D.          Termination
for Disability.     In the event that the Executive is determined to be
Permanently Disabled, the Company or Executive shall have the right to terminate Executive’s employment under this Employment
Agreement by giving the other ten (10) days’ prior written notice. If the Executive’s employment hereunder is so terminated,
the Executive shall be paid the amounts described in Section 4(B)(3) and shall continue to receive his base salary for a period
of three (3) months (but no annual bonus or annual incentive compensation except as specifically provided in Section 3(B) or 3(C)
with respect to a pro-rated annual bonus). No other benefits shall be payable under this Section 4 due to the Executive’s
termination due to his Permanent Disability. For purposes of this Employment Agreement, the Executive’s “Permanent
Disability” means a permanent and total disability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as
amended.


 


E.          Termination
by Executive Without Good Reason.     If the Executive terminates his employment
voluntarily, other than a termination for Good Reason, the Executive shall be paid his unpaid base salary (but no annual bonus
or incentive compensation except as specifically provided in Section 3(B) and 3(C) with respect to retirement and with respect
to a pro-rated annual bonus).


 


F.          Definition
of Good Reason.     The Executive may resign for “Good Reason,”
which for purposes of this Employment Agreement is defined as the Executive’s separation from service that occurs following
the initial existence of one or more of the following conditions:


 


(1)          Company
materially reduces Executive’s title, responsibilities, power or authority;


 


(2)          Company
assigns Executive duties that are materially inconsistent with the duties set forth in this Agreement, and which duties Company
persists in assigning to Executive despite the prior written objection of Executive;


 


(3)          Company
reduces Executive’s base compensation, or materially reduces his group health, life, disability or other insurance programs
(including any such benefits provided to Executive’s family), his pension, retirement or profit-sharing benefits or any benefits
provided by Company’s Annual Incentive Plans or Long-Term Incentive Plans or any substitute therefor, or excludes him from
any plan, program or arrangement, including but not limited to any bonus or incentive plans in which Company’s other executive
officers are included; or


 


(4)          Company
requires Executive to be based at or generally work from any location more than 100 miles from the geographical center of the city
where Executive worked or Executive’s residence on the date hereof (the “Location of Employment”) or Company
over the course of any calendar month requires Executive to be away from his Location of Employment for more than 50% of the business
days during that month.


 


G.          Section
409A Compliance.     To the extent the payments and benefits to be made
or provided to Executive upon a termination of employment are “non-qualified deferred compensation” within the meaning
of Code Section 409A, then they may only be made upon a “separation from service” of the Executive, within the meaning
of Code Section 409A and for purposes of Section 409A, (i) each payment made under this Employment Agreement shall be treated as
a separate payment; (ii) the Executive (his/her spouse or beneficiary) may not, directly or indirectly, designate the calendar
year of payment; and (iii) except as provided by Section 409A, no acceleration of the time and form of payment of any nonqualified
deferred compensation to the Executive or any portion thereof, shall be permitted. All compensation, including nonqualified deferred
compensation with the meaning of Section 409A, payable pursuant to the terms of this Employment Agreement or otherwise, shall be
subject to all applicable tax withholdings.


 




    	 



    	 



    

 


In the event Executive is a “specified employee”
under Code Section 409A, the payments under this Employment Agreement and related benefits, to the extent required, will be delayed
in accordance with Code Section 409A(2).


 


5.          Covenants,
Non-Competition, Non-Solicitation and Confidential Information. This Section 5 shall not apply after
a Change in Control.


 


A.          The
Executive acknowledges the Company’s reliance and expectation of the Executive’s continued commitment to performance
of his duties and responsibilities during the term of this Employment Agreement. In light of such reliance and expectation on the
part of the Company, during the Term of this Employment Agreement, while the Executive is receiving payments hereunder and for
a period of two (2) years after the Executive has received his last payment hereunder (and, as to clauses (4) and (5) of this subsection
(A), at any time during and after the Term of this Employment Agreement), the Executive shall not, directly or indirectly, do or
suffer any of the following:


 


(1)          Own,
or control or participate in the ownership, or control of, or in a competitive capacity be employed or engaged by or in a competitive
capacity otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership,
proprietorship, firm, association or other business entity engaged in the business of designing and/or manufacturing of engineered
electrical and electronic components, modules and systems for applications that compete with products sold by the Company; provided,
however, that the ownership of not more than one percent (1%) of any class of publicly traded securities of any entity shall not
be deemed a violation of this covenant;


 


(2)          Without
the prior written consent of the Company, on his own behalf or on behalf of any person or entity, directly or indirectly, hire
or knowingly solicit the employment of any employee who has been employed by the Company or its subsidiaries at any time during
the six (6) months immediately preceding such date of hiring or solicitation;


 


(3)          Solicit,
divert or entice away or attempt to solicit, divert or entice away the business or patronage of any individual or entity who is
a client, or known prospective client of the Company (excluding members of the Executive’s immediate family) or otherwise
interfere or attempt to interfere with any transaction, agreement, prospective agreement, business opportunity or business relationship
in which the Company is involved;


 




    	 



    	 



    

 


(4)          Use,
disclose or make accessible to any other person, firm, partnership, corporation or any other entity any Confidential Information
(as defined below) pertaining to the business of the Company or any entity controlling, controlled by or under common control with
the Company (each an "Affiliate") except (i) while employed by the Company in the business of and for the benefit of
the Company or its Affiliates or (ii) when required to do so by a court of competent jurisdiction, by any governmental agency having
supervisory authority over the business of the Company or its Affiliates, or by any administrative body or legislative body (including
a committee thereof) with jurisdiction to order the Company or its Affiliates to divulge, disclose or make accessible such information.
For purposes of this Employment Agreement, “Confidential Information” shall mean non-public information concerning
the Company’s financial data, statistical data, strategic business plans, product development (or other proprietary product
data), customer and supplier lists, customer and supplier information, pricing data, information relating to governmental relations,
discoveries, practices, processes, methods, trade secrets, developments, marketing plans and other non-public, proprietary and
confidential information of the Company or its Affiliates, that, in any case, is not otherwise generally available to the public
and has not been disclosed by the Company, or its Affiliates, as the case may be, to others not subject to confidentiality agreements.
In the event the Executive’s employment is terminated hereunder for any reason, the Executive immediately shall return to
the Company all Confidential Information in his possession; or


 


(5)          Disclose,
divulge, discuss, copy or otherwise use or suffer to be used in any manner, in competition with, or contrary to the interests of,
the Company, any Confidential Information relating to the Company’s operations, properties or otherwise to its particular
business or other trade secrets of the Company, it being acknowledged by the Executive that all such information regarding the
business of the Company compiled or obtained by, or furnished to, the Executive while the Executive shall have been employed by
or associated with the Company is confidential information and the Company’s exclusive property; provided, however, that
the foregoing restrictions shall not apply to the extent that such information (1) is clearly obtainable in the public domain,
(2) becomes obtainable in the public domain, except by reason of the breach by the Executive of the terms hereof, (3) was not acquired
by the Executive in connection with his employment or affiliation with the Company, (4) was not acquired by the Executive from
the Company or its representatives, or (5) is required to be disclosed by rule of law or by order of a court or governmental body
or agency.


 


B.          The
Executive agrees that during and after Executive’s term of employment, Executive will not disparage the Company or its affiliates.
The Company agrees that during and after the Executive’s employment, the Company will not disparage Executive.


 


C.          The
Executive agrees and understands that the remedy at law for any breach by him of this Section 5 will be inadequate and that the
damages flowing from such breach are not readily susceptible to being measured in monetary terms. Accordingly, it is acknowledged
that, upon adequate proof of the Executive’s violation of any legally enforceable provision of this Section 5, the Company
shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach.
Nothing in this Section 5 shall be deemed to limit the Company’s remedies at law or in equity for any breach by the Executive
of any of the provisions of this Section 5 which may be pursued or availed of by the Company.


 


D.          The
Executive and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances,
and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect,
such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to
the court shall appear not reasonable and to enforce the remainder of these covenants as so amended.


 




    	 



    	 



    

 


E.          The
Executive has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon
the Company under this Section 5, and hereby acknowledges and agrees that the same are reasonable in time and otherwise, are designed
to eliminate competition which otherwise would be unfair to the Company, do not stifle the inherent skill and experience of the
Executive, would not operate as a bar to the Executive’s sole means of support, are fully required to protect the legitimate
interests of the Company and do not confer a benefit upon the Company disproportionate to the detriment to the Executive.


 


F.          The
provisions of this Section 5 shall survive any termination of this Employment Agreement.


 


G.          Notwithstanding
anything else in this Employment Agreement, the cash component and benefits component of any severance payments made pursuant to
Section 4 under this Employment Agreement shall cease in the event that the Executive breaches any covenant of this Section 5.


 


		6.	Representations and Warranties of the Company.



 


A.          The
Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio, and has all
requisite corporate power and authority to enter into, execute and deliver this Employment Agreement, fulfill its obligations hereunder
and consummate the transactions contemplated hereby.


 


B.          The
execution and delivery of, performance of obligations under, and consummation of the transactions contemplated by, this Employment
Agreement have been duly authorized and approved by all requisite corporate action by or in respect of the Company, and this Employment
Agreement constitutes the legally valid and binding obligation of the Company, enforceable by the Executive in accordance with
its terms.


 


C.          No
provision of the Company’s governing documents or any agreement to which it is a party or by which it is bound or of any
material law or regulation of the kind usually applicable and binding upon the Company prohibits or limits its ability to enter
into, execute and deliver this Employment Agreement, fulfill its respective obligations hereunder and consummate the transactions
contemplated hereby.


 


		7.	Miscellaneous.



 


A.          The
Executive represents and warrants that he is not a party to any agreement, contract or understanding, whether employment or otherwise,
which would restrict or prohibit him from undertaking or performing employment in accordance with the terms and conditions of this
Employment Agreement.


 


B.          The
provisions of this Employment Agreement are severable and if any one or more provisions may be determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provision to the extent enforceable
in any jurisdiction nevertheless shall be binding and enforceable.


 




    	 



    	 



    

 


C.          The
rights and obligations of the Company under this Employment Agreement shall inure to the benefit of, and shall be binding on, the
Company and its successors and assigns, and the rights and obligations (other than obligations to perform services) of the Executive
under this Employment Agreement shall inure to the benefit of, and shall be binding upon, the Executive and his heirs, personal
representatives and assigns. “Successors and assigns” shall mean, in the case of the Company, any successor pursuant
to a merger, consolidation, or sale, or other transfer of all or substantially all of the assets or common shares of the Company.


 


D.          Any
controversy or claim arising out of or relating to this Employment Agreement, or the breach thereof, shall be settled by arbitration
in accordance with the Rules of the American Arbitration Association then pertaining in the County of Cuyahoga, Ohio, and judgment
upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. The arbitrator
or arbitrators shall be deemed to possess the powers to issue mandatory orders and restraining orders in connection with such arbitration;
provided, however, that nothing in this Section 7(D) shall be construed so as to deny the Company the right and power to seek and
obtain injunctive relief in a court of equity for any breach or threatened breach by the Executive of any of his covenants contained
in Section 5 hereof. In the event of a legal dispute, the Company shall reimburse the Executive for reasonable legal fees and expenses
if the Executive prevails on at least one material issue.


 


E.          All
notices and other communications hereunder shall be in writing and shall be deemed to have been given if delivered personally or
sent by facsimile transmission, overnight courier, or certified, registered or express mail, postage prepaid. Any such notice shall
be deemed given when so delivered personally or sent by facsimile transmission (provided that a confirmation copy is sent by overnight
courier), one day after deposit with an overnight courier, or if mailed, five (5) days after the date of deposit in the United
States mails, as follows:


 


	To the Company:
	 
	Stoneridge, Inc.
	9400 East Market Street
	Warren, Ohio 44484
	Telephone: (330) 856-2443
	Attention: Chief Financial Officer
	 
	With copy to:
	 
	Robert M. Loesch
	Tucker Ellis LLP
	950 Main Avenue, Suite 1100
	Cleveland, Ohio 44113
	Telephone (216) 696-5916
	Fax (216) 592-5009


 




    	 



    	 



    

 


	To Executive:
	 
	Jonathan DeGaynor
	c/o Stoneridge, Inc.
	9400 East Market Street
	Warren, Ohio 44484
	 
	With copy to:
	 
	Jeffrey A. Hopper, Esq.
	Partner
	Barnes & Thornburg LLP
	11 South Meridian Street
	Indianapolis, Indiana 46204-3534
	Telephone (317) 231-72552
	Fax (317) 231-7433


 


F.          The
failure of either party to enforce any provision or provisions of this Employment Agreement shall not in any way be construed as
a waiver of any such provision or provisions as to any future violations thereof, nor prevent that party thereafter from enforcing
each and every other provision of this Employment Agreement. The rights granted the parties herein are cumulative and the waiver
of any single remedy shall not constitute a waiver of such party’s right to assert all other legal remedies available to
it under the circumstances.


 


G.          This
Employment Agreement supersedes all prior agreements and understandings between the parties and may not be modified or terminated
orally. No modification, termination or attempted waiver shall be valid unless in writing and signed by the party against whom
the same is sought to be enforced. From time to time the Executive may receive award agreements pursuant to one or more long term
incentive plans or otherwise which may contain terms in addition to or different from this Employment Agreement, and the Company
agrees that the Executive shall have the benefit of the terms that are the most advantageous to the Executive so that if the award
agreement (1) defines “cause” then the definition of Cause in this Employment Agreement shall apply or (2) treats certain
resignation events as a termination without cause, the definition of Good Reason in this Employment Agreement shall apply.


 


H.          This
Employment Agreement shall not be assignable or otherwise transferable by Executive. The Company shall have the right to assign
this Agreement to any successor which agrees to be bound by the terms hereof.


 


I.          This
Employment Agreement shall be governed by and construed according to the laws of the State of Ohio.


 


J.          Captions
and Section headings used herein are for convenience and are not a part of this Employment Agreement and shall not be used in construing
it.


 




    	 



    	 



    

 


K.          Where
necessary or appropriate to the meaning hereof, the singular and plural shall be deemed to include each other, and the masculine,
feminine and neuter shall be deemed to include each other.


 


L.          This
Employment Agreement may be executed in one or more counterparts, which together shall constitute one agreement. It shall not be
necessary for each party to sign each counterpart so long as each party has signed at least one counterpart.


 


M.          The
Company shall reimburse Executive all legal fees up to $10,000 incurred by Executive in the negotiation of this Employment Agreement,
the Indemnity Agreement, the CIC Agreement and any amendment or modification hereto or thereto.


 


[The remainder of this page is intentionally
left blank.]


 




    	 



    	 



    

 


[Signature Page for Employment Agreement]


 


IN WITNESS WHEREOF, the parties have executed this Employment
Agreement on the day and year first set forth above.


 


 


STONERIDGE, INC.


 


	 	By: 	/s/ George E. Strickler
	 	 	George E. Strickler
	 	 	Executive Vice President and Chief Financial Officer
	 	 	 
	 	 	/s/ Jonathan DeGaynor
	 	 	Jonathan DeGaynor


 




    	 



    	 



    

 


Appendix A


 


2015 Regular Grant


 




    	 



    	 



    

 


STONERIDGE, INC.


AMENDED AND RESTATED


LONG-TERM INCENTIVE PLAN


2015 PERFORMANCE SHARE UNITS AGREEMENT


 


Stoneridge, Inc., an Ohio corporation (the “Company”),
pursuant to the terms and conditions hereof, hereby grants to Jonathan DeGaynor (“Grantee”) the right to receive, depending
on continued service and Company performance, _______ Common Shares (the “Target Award”), without par value, of the
Company (the “Performance Share Units”), subject to the terms and conditions of this Agreement (the “Agreement”).
As set forth below, the grant of the Performance Share Units is comprised of three separate mutually exclusive parts, Target Award
I, Target Award II and Target Award III.


 


1.          The
Performance Share Units are in all respects subject to the terms, conditions and provisions of this Agreement and the Company’s
Amended and Restated Long-Term Incentive Plan (the “Plan”).


 


2.          The
right to receive the Performance Share Units will be forfeited to the Company if the Grantee’s employment with the Company
is terminated prior to March __, 2018 except in the case of (i) Retirement, (ii) death, (iii) Disability, (iv) Change in Control
or (v) termination without cause, each as provided below.


 


If the employment of the Grantee is not terminated
prior to March __, 2018 the Performance Share Units shall, subject to satisfaction of the performance criteria applicable to Target
Awards II and III, be earned on March __, 2018.


 


Special Provisions Applicable to Retirement.


 


Subject to the conditions below, in the case of Retirement
the Performance Share Units granted with respect to:


 


		(1)	Target Award I shall be earned on the date of Retirement and a certificate or certificates representing Target Award I Performance
Share Units shall promptly be delivered to the Grantee, but in no event shall be delivered later than the 15th day of
the third month following the year in which Performance Share Units were earned;



 


		(2)	Target Award II shall be earned on the date of Retirement, subject to satisfaction of the performance criteria applicable to
Target Award II, and a certificate or certificates representing Target Award II Performance Share Units shall be delivered to the
Grantee as promptly as practical after completion of the Peer Group Performance Period but in no event later than March __, 2018;
and



 


		(3)	Target Award III shall be earned on the date of Retirement, subject to satisfaction of the performance criteria applicable
to the Target Award III, and a certificate or certificates representing Target Award III Performance Share Units shall be delivered
to the Grantee as promptly as practical after completion of the EPS Performance Period but in no event later than March __, 2018.



 




    	 



    	 



    

 


		“Retirement” shall mean a Grantee’s separation from service, but only if
a Grantee (i) is 63 or older on the date of separation from service, (ii) has provided written notice to the Compensation Committee
of the Board of Directors (the “Committee”) of the intent to retire at least one year prior to the separation from
service, and (iii) has executed prior to separation from service a customary one year non-competition agreement.



 


If the employment of the Grantee is not terminated
prior to March __, 2018 (the “Performance Period”), the Performance Share Units shall be earned in the amounts set
forth below on March __, 2018:


 


		Target Award I	Time-Based Earning



 


	Number of Shares That May be Earned	 	 	 


 


		Target Award II	Company Performance Versus Peer Group Performance
and Time-Based Earning



 


Depending on the achievement of the
Company’s total shareholder return (“TSR”) (as defined below) as compared to the Peer Group’s TSR for the
Company’s fiscal years 2015, 2016, and 2017 (the “Peer Group Performance Period”):


 


	Quartile	 	Percentile	 	 	Shares Earned	 
	1st	 	 	>75% -100	%	 	 	______	 
	2nd	 	 	>50% - <75	%	 	 	______	 
	3rd	 	 	>25% -< 50	%	 	 	______	 
	4th	 	 	<25	%	 	 	0	 



 


If the Company’s TSR for the
Peer Group Performance Period is between the upper and lower percentiles within a quartile, per the above table, the number of
shares earned shall be determined by interpolation between the corresponding percentiles as follows: the difference between the
actual percentile performance and the lower percentile in the applicable quartile shall be divided by 0.25, the resulting fraction
shall be multiplied by 50 and the resulting product, rounded to the nearest whole share, shall be added to the corresponding number
of shares in the above table for the immediately lower quartile, with the sum being the total shares earned. If the Company’s
TSR for the Peer Group Performance Period is exactly 50%, 75% or 100% of the Peer Group Performance then the number of shares earned
shall be the maximum amount for the respective quartile in the above table, as applicable.


 


The Peer Group companies are: Accuride,
American Axle & Manufacturing, Commercial Vehicle Group, CTS, EnPro Industries, Esterline Technologies, Gentex, Graco, Meritor,
Inc., Littelfuse, Modine Manufacturing, Standard Motor Products, Superior Industries, and Titan International. The Peer Group shall
be subject to modification at the discretion of the Committee from time to time, when events warrant. The performance of the Peer
Group companies shall not be weighted based on the size of the respective company.


 




    	 



    	 



    

 


Total shareholder return for both
the Company and the Peer Group companies shall be calculated by dividing: (i) the sum of (A) the cumulative amount of dividends
for the Peer Group Performance Period, and (B) the difference between the respective company’s share price at the end of
and the beginning of the Peer Group Performance Period; by (ii) the shares price at the beginning of the Peer Group Performance
Period.


 


Target Award III                EPS
Performance and Time-Based Earning


 


Depending on the Company’s earnings
per share (“EPS”) (as defined below) for the Company’s annual fiscal years of 2015, 2016, and 2017 (the “EPS
Performance Period”) and subject to the 2016 and 2017 Addenda to this Agreement:


 


	2015 EPS	 	Shares Earned	 	 	2016 EPS
 per
 Addendum	 	Shares Earned	 	 	2017 EPS
 per
 Addendum	 	Shares Earned	 
	> $1.07	 	 	______	 	 	TBD	 	 	______	 	 	TBD	 	 	______	 
	> $0.82*	 	 	______	 	 	  TBD*	 	 	______	 	 	  TBD*	 	 	______	 
	> $0.57	 	 	______	 	 	TBD	 	 	______	 	 	TBD	 	 	______	 
	< $.057	 	 	0	 	 	TBD	 	 	0	 	 	TBD	 	 	0	 



 


TBD – To be provided in the 2016 and 2017 Addenda


*Target threshold


 


If the Company’s EPS for any
fiscal year is between two EPS data points, per the above table for that fiscal year, the number of shares earned shall be determined
by interpolation between those data points as follows: the difference between the actual EPS and the lower data point shall be
divided by the difference between the two data points, the resulting fraction shall be multiplied by the difference between the
two corresponding numbers of shares in the above table and the resulting product, rounded to the nearest whole share, shall be
added to the corresponding number of shares for the lower data point in the above table, with the sum being the total shares earned.


 


The Company’s EPS for any fiscal
year in the EPS Performance Period shall mean the Company’s aggregate fully diluted earnings per Common Share for that fiscal
year calculated in accordance with generally accepted accounting principles, before extraordinary items, cumulative effects of
changes in accounting principles, adjustments for goodwill impairments and the tax effect thereof, if any, as set forth on the
audited consolidated financial statements of the Company for that fiscal year; provided, however, at the Committee’s discretion,
the impact of any acquisitions or divestitures that may occur during any year in the Performance Period may be excluded from actual
EPS and the EPS targets for any year in the Performance Period may be adjusted as a result of any significant, unusual or one-time
expense or gain items that the Company could not have reasonably been expected to foresee.


 




    	 



    	 



    

 


The 2016 and 2017 Addenda to this
Agreement shall be appended to this Agreement and incorporated herein by reference, effective upon their respective adoption by
the Committee.


 


3.          If
earned, the Performance Share Units for the respective Target Award will be issued in the name of the Grantee. The Company’s
transfer agent and/or share transfer records will show the Grantee as the owner of record of the Performance Share Units as of
the date the Performance Share Units are earned.  The certificate or certificates representing the Performance Share Units
earned may, at the Company's discretion, be in uncertificated (electronic or book entry) form.


 


4.          Notwithstanding
the foregoing, in addition to earning the Performance Share Units as set forth above, the Performance Share Units shall be earned
upon the occurrence of an event and in the amounts as described below.


 


Target
Award I shall be earned and not be forfeited in the event of:


 


(a)          the
Grantee’s death or Disability in proportion to the number of months, including any partial month, elapsed in the Performance
Period divided by 36;


 


(b)          a
Change in Control or Potential Change in Control of the Company; or


 


(c)          the
termination “without cause” of the Grantee’s employment by the Company; provided, however only in proportion
to the number of months, including any partial month, elapsed in the Performance Period divided by 36.


 


  A
certificate or certificates representing the earned Performance Share Units granted under Award I shall be delivered to the Grantee
or the Grantee’s estate after the occurrence of an event described above as soon as practical, but in no event shall be delivered
later than 15th day of the third month following the year in which Performance Share Units were earned. If any Performance
Share Units are deferred compensation subject to Section 409A of the Code, Change in Control shall have the meaning as defined
in the Plan except that “30%” shall be substituted for “25%” in Section 11(b)(iii) of the Plan.


 


Target
Award II shall be earned and not be forfeited in the event of:


 


(a)          the
Grantee’s death or Disability in proportion to the number of months, including any partial month, elapsed in the Peer Group
Performance Period divided by 36;


 


(b)          a
Change in Control or Potential Change in Control of the Company; or


 


(c)          the
termination “without cause” of the Grantee’s employment by the Company; provided, however only in proportion
to the number of months, including any partial month, elapsed in the Peer Group Performance Period divided by 36.


 




    	 



    	 



    

 


In the event of the Grantee’s death, Disability
or termination without cause the shares granted in Target Award II shall be earned in amounts (and subject to the 36 month pro
rata earning provisions for death, Disability and termination without cause) in accordance with the Company’s TSR during
the Peer Group Performance Period as determined under the metrics of Target Award II above. A certificate or certificates representing
the earned Performance Share Units under Target Award II shall be delivered to the Grantee or the Grantee’s estate as promptly
as practical after completion of the Peer Group but no in event later than March __, 2018. In the event of a Change in Control
or Potential Change in Control of the Company, Target Award II shall be earned in amounts which assume the Company’s TSR
during the Peer Group Performance Period is equal to the 50th percentile of the Peer Group companies’ performance
in that period. A certificate or certificates representing the earned Performance Share Units under Target Award II shall be delivered
to the Grantee as promptly as practical after the Change in Control, but in no event shall be delivered later than 15th
day of the third month following the year in which Performance Share Units were earned. In the event of a Potential Change in Control,
the earned Performance Share Units under Target Award II shall be delivered as promptly as practical after completion of the Peer
Group Performance Period but in no event later than March __, 2018. If the Performance Share Units are deferred compensation subject
to Section 409A of the Code, Change in Control shall have the meaning as defined in the Plan except that “30%” shall
be substituted for “25%” in Section 11(b)(iii) of the Plan.


 


Target
Award III shall be earned and not be forfeited in the event of:


 


(a)          the
Grantee’s death or Disability in proportion to the number of months, including any partial month, elapsed in the EPS Performance
Period divided by 36;


 


(b)          a
Change in Control or Potential Change in Control of the Company; or


 


(c)          the
termination “without cause” of the Grantee’s employment by the Company; provided, however only in proportion
to the number of months, including any partial month, elapsed in the EPS Performance Period divided by 36.


 


In the event of the Grantee’s death, Disability
or termination without cause the Performance Share Units granted under Target Award III shall be earned in amounts (and subject
to the 36 month pro rata earning provisions for death, Disability and termination without cause) in accordance with the Company’s
actual EPS for each of 2015, 2016, and 2017 target thresholds during the EPS Performance Period for Target Award III. A certificate
or certificates representing the earned Performance Share Units under Target Award III shall be delivered to the Grantee or the
Grantee’s estate as promptly as practical after completion of the EPS Performance Period, but no in event later than March
__, 2018. In the event of a Change in Control of the Company, Target Award III shares shall be earned in amounts which assume the
Company’s EPS satisfied the respective 2015, 2016 and 2017 at the specified target thresholds. A certificate or certificates
representing the earned Performance Share Units under Target Award III shall be delivered to the Grantee as promptly as practical
after the Change in Control but in no event shall be delivered later than 15th day of the third month following the
year in which Performance Share Units were earned. In the event of a Potential Change in Control, the earned Performance Share
Units under Target Award II shall be delivered as promptly as practical after completion of the EPS Performance Period but in no
event later than March __, 2018. If the Performance Share Units are deferred compensation subject to Section 409A of the Code,
Change in Control shall have the meaning as defined in the Plan except that “30%” shall be substituted for “25%”
in Section 11(b)(iii) of the Plan.


 




    	 



    	 



    

 


Termination shall be deemed to be “without
cause” unless the Board of Directors of the Company, or its designee, in good faith determines that termination is because
of any one or more of the following, in which case such termination shall be deemed to be for “cause”:


 


The Grantee’s:


 


		(a)	fraud;



 


		(b)	misappropriation of funds from the Company;



 


		(c)	commission of a felony or of an act or series of acts which result in material injury to the business reputation of the Company;



 


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



 


		(e)	commission of an act or series of repeated acts of dishonesty that are materially inimical to the best interests of the Company;



 


		(f)	willful and repeated failure to perform his duties, which failure has not been cured within fifteen (15) days after the Company
gives notice thereof to the Grantee;



 


		(g)	material breach of any material provision of an employment agreement, if any, which breach has not been cured in all substantial
respects within ten (10) days after the Company gives notice thereof to the Grantee; or



 


		(h)	failure to carry out the reasonable directions or instructions of the Grantee’s superiors, provided the directions or
instructions are consistent with the duties of the Grantee’s office, which failure has not been cured in all substantial
respects within ten (10) days after the Company gives notice thereof to the Grantee.



 


Provided, however, the Company’s obligation
to provide notice and an opportunity to cure, pursuant to subsections (f)-(h) above, shall only apply to the Grantee’s first
breach, first failure to perform or first failure to follow directions, as the case may be, of the nature giving rise to the right
of the Company to provide notice thereof. In addition, the Grantee may terminate his employment with the Company, and such termination
shall be deemed a termination by the Company “without cause” if:


 


		(a)	the Company reduces the Grantee’s title, responsibilities, power or authority in comparison with his title, responsibilities,
power or authority on the date hereof;



 




    	 



    	 



    

 


		(b)	the Company assigns the Grantee duties which are inconsistent with the duties assigned to the Grantee on the date hereof and
which duties the Company persists in assigning to the Grantee despite the prior written objection of the Grantee; or



 


		(c)	the Company reduces the Grantee’s annual base compensation (unless such decrease is proportionate with a decrease in
the base compensation of the officers of the Company as a group), or materially reduces his group health, life, disability or other
insurance programs, his pension, retirement or profit-sharing benefits or any benefits provided by the Company, or excludes him
from any plan, program or arrangement, including but not limited to bonus or incentive plans.



 


5.          On
any change in the number or kind of outstanding common shares of the Company by reason of a recapitalization, merger, consolidation,
reorganization, separation, liquidation, share split, share dividend, combination of shares or any other change in the corporate
structure or Common Shares of the Company, the Company, by action of the Committee, is empowered to make such adjustment, if any,
in the number and kind of Performance Share Units subject to this Agreement as it considers appropriate for the protection of the
Company and of the Grantee.


 


6.          No
later than the date as of which an amount first becomes includable in the gross income of the Grantee for federal income tax purposes
with respect to the Performance Share Units granted hereunder, the Grantee shall pay to the Company, or make arrangements satisfactory
to the Committee regarding the payment of, any federal, state or local taxes of any kind required by law to be withheld with respect
to that amount. Unless otherwise determined by the Committee, minimum statutory withholding obligations may be settled with previously
owned Common Shares or Performance Share Units that have been earned. The making of that payment or those arrangements is a condition
to the obligations of the Company under the Plan, and the Company and its subsidiaries and affiliates may, to the extent permitted
by law, deduct any taxes from any payment of any kind otherwise payable to the Grantee.


 


7.          Nothing
in this Agreement shall affect in any manner any conflicting or other provision of any other agreement between the Grantee and
the Company. Nothing contained in this Agreement shall limit whatever right the Company might otherwise have to terminate the employment
of the Grantee.


 


8.          The
laws of the State of Ohio govern this Agreement, the Plan and the Performance Share Units granted hereby.


 


IN WITNESS WHEREOF, the Company has caused its
corporate name to be subscribed by its duly authorized officer as of the ___ day of March 2015.


 




    	 



    	 



    

 


	 	STONERIDGE, INC.
	 	 
	 	By	 
	 	 	George E. Strickler


 





 


	 	The foregoing is hereby accepted.
	 	 	 
	 	 	 
	 	 	Jonathan DeGaynor


 




    	 



    	 



    

 


Appendix B


 


Special Grant


 




    	 



    	 



    

 


STONERIDGE, INC.


AMENDED AND RESTATED


LONG-TERM INCENTIVE PLAN


2015 PERFORMANCE SHARE UNITS AGREEMENT


 


Stoneridge, Inc., an Ohio corporation (the “Company”),
pursuant to the terms and conditions hereof, hereby grants to Jonathan DeGaynor (“Grantee”) the right to receive, depending
on continued service and Company performance, _______ Common Shares (the “Target Award”), without par value, of the
Company (the “Performance Share Units”), subject to the terms and conditions of this Agreement (the “Agreement”).
As set forth below, the grant of the Performance Share Units is comprised of four separate mutually exclusive parts, Target Award
I, Target Award II, Target Award III and Target Award IV.


 


1.          The
Performance Share Units are in all respects subject to the terms, conditions and provisions of this Agreement and the Company’s
Amended and Restated Long-Term Incentive Plan (the “Plan”).


 


2.          The
right to receive the Performance Share Units will be forfeited to the Company if the Grantee’s employment with the Company
is terminated prior to March __, 2017 with respect to Target Award I, and prior to March __, 2018 with respect to Target Awards
II, III and IV, except in the case of (i) Retirement, (ii) death, (iii) Disability, (iv) Change in Control or (v) termination without
cause, each as provided below.


 


If the employment of the Grantee is not terminated
prior to March __, 2017 the Performance Share Units applicable to Target Award I shall be earned on March __, 2017.


 


If the employment of the Grantee is not terminated
prior to March __, 2018 the Performance Share Units applicable to Target Awards II, III and IV shall, subject to satisfaction of
the performance criteria applicable to Target Awards III and IV, be earned on March __, 2018.


 


Special Provisions Applicable to Retirement.


 


Subject to the conditions below, in the case of Retirement
the Performance Share Units granted with respect to:


 


		(1)	Target Awards I and II shall be earned on the date of Retirement and a certificate or certificates representing Target Awards
I and II Performance Share Units shall promptly be delivered to the Grantee, but in no event shall be delivered later than the
15th day of the third month following the year in which Performance Share Units were earned;



 


		(2)	Target Award III shall be earned on the date of Retirement, subject to satisfaction of the performance criteria applicable
to Target Award III, and a certificate or certificates representing Target Award III Performance Share Units shall be delivered
to the Grantee as promptly as practical after completion of the Peer Group Performance Period but in no event later than March
__, 2018;and



 


		(3)	Target Award IV shall be earned on the date of Retirement, subject to satisfaction of the performance criteria applicable to
the Target Award IV, and a certificate or certificates representing Target Award IV Performance Share Units shall be delivered
to the Grantee as promptly as practical after completion of the EPS Performance Period but in no event later than March __, 2018.



 




    	 



    	 



    

 


		“Retirement” shall mean a Grantee’s separation from service, but only if
a Grantee (i) is 63 or older on the date of separation from service, (ii) has provided written notice to the Compensation Committee
of the Board of Directors (the “Committee”) of the intent to retire at least one year prior to the separation from
service, and (iii) has executed prior to separation from service a customary one year non-competition agreement.



 


If the employment of the Grantee is not terminated
prior to March __, 2017 the Performance Share Units applicable to Target Award I shall be earned in the amounts set forth below
on March __, 2017:


 


		Target Award I	Time-Based Earning



 


Number of Shares That May be Earned                ________


 


If the employment of the Grantee is not terminated
prior to March __, 2018 (the “Performance Period”), the Performance Share Units applicable to Target Awards II, III
and IV shall be earned in the amounts set forth below on March __, 2018:


 


		Target Award II	Time-Based Earning



 


Number of Shares That May be Earned               ________


 


		Target Award III	Company Performance Versus Peer Group Performance
and Time-Based Earning



 


Depending on the achievement of the
Company’s total shareholder return (“TSR”) (as defined below) as compared to the Peer Group’s TSR for the
Company’s fiscal years 2015, 2016, and 2017 (the “Peer Group Performance Period”):


 


	Quartile	 	Percentile	 	 	Shares Earned	 
	1st	 	 	>75% -100	%	 	 	______	 
	2nd	 	 	>50% - <75	%	 	 	______	 
	3rd	 	 	>25% -< 50	%	 	 	______	 
	4th	 	 	<25	%	 	 	0	 



 


If the Company’s TSR for the
Peer Group Performance Period is between the upper and lower percentiles within a quartile, per the above table, the number of
shares earned shall be determined by interpolation between the corresponding percentiles as follows: the difference between the
actual percentile performance and the lower percentile in the applicable quartile shall be divided by 0.25, the resulting fraction
shall be multiplied by 50 and the resulting product, rounded to the nearest whole share, shall be added to the corresponding number
of shares in the above table for the immediately lower quartile, with the sum being the total shares earned. If the Company’s
TSR for the Peer Group Performance Period is exactly 50%, 75% or 100% of the Peer Group Performance then the number of shares earned
shall be the maximum amount for the respective quartile in the above table, as applicable.


 




    	 



    	 



    

 


The Peer Group companies are: Accuride,
American Axle & Manufacturing, Commercial Vehicle Group, CTS, EnPro Industries, Esterline Technologies, Gentex, Graco, Meritor,
Inc., Littelfuse, Modine Manufacturing, Standard Motor Products, Superior Industries, and Titan International. The Peer Group shall
be subject to modification at the discretion of the Committee from time to time, when events warrant. The performance of the Peer
Group companies shall not be weighted based on the size of the respective company.


 


Total shareholder return for both
the Company and the Peer Group companies shall be calculated by dividing: (i) the sum of (A) the cumulative amount of dividends
for the Peer Group Performance Period, and (B) the difference between the respective company’s share price at the end of
and the beginning of the Peer Group Performance Period; by (ii) the shares price at the beginning of the Peer Group Performance
Period.


 


Target Award IV                EPS
Performance and Time-Based Earning


 


Depending on the Company’s earnings
per share (“EPS”) (as defined below) for the Company’s annual fiscal years of 2015, 2016, and 2017 (the “EPS
Performance Period”) and subject to the 2016 and 2017 Addenda to this Agreement:


 


	2015 EPS	 	Shares Earned	 	 	2016 EPS
 per
 Addendum	 	Shares Earned	 	 	2017 EPS
 per
 Addendum	 	Shares Earned	 
	> $1.07	 	 	______	 	 	TBD	 	 	______	 	 	TBD	 	 	______	 
	> $0.82*	 	 	______	 	 	  TBD*	 	 	______	 	 	  TBD*	 	 	______	 
	> $0.57	 	 	______	 	 	TBD	 	 	______	 	 	TBD	 	 	______	 
	< $0.57	 	 	0	 	 	TBD	 	 	0	 	 	TBD	 	 	0	 



 


TBD – To be provided in the 2016 and 2017 Addenda


*Target threshold


 


If the Company’s EPS for any
fiscal year is between two EPS data points, per the above table for that fiscal year, the number of shares earned shall be determined
by interpolation between those data points as follows: the difference between the actual EPS and the lower data point shall be
divided by the difference between the two data points, the resulting fraction shall be multiplied by the difference between the
two corresponding numbers of shares in the above table and the resulting product, rounded to the nearest whole share, shall be
added to the corresponding number of shares for the lower data point in the above table, with the sum being the total shares earned.


 




    	 



    	 



    

 


The Company’s EPS for any fiscal
year in the EPS Performance Period shall mean the Company’s aggregate fully diluted earnings per Common Share for that fiscal
year calculated in accordance with generally accepted accounting principles, before extraordinary items, cumulative effects of
changes in accounting principles, adjustments for goodwill impairments and the tax effect thereof, if any, as set forth on the
audited consolidated financial statements of the Company for that fiscal year; provided, however, at the Committee’s discretion,
the impact of any acquisitions or divestitures that may occur during any year in the Performance Period may be excluded from actual
EPS and the EPS targets for any year in the Performance Period may be adjusted as a result of any significant, unusual or one-time
expense or gain items that the Company could not have reasonably been expected to foresee.


 


The 2016 and 2017 Addenda to this
Agreement shall be appended to this Agreement and incorporated herein by reference, effective upon their respective adoption by
the Committee.


 


3.          If
earned, the Performance Share Units for the respective Target Award will be issued in the name of the Grantee. The Company’s
transfer agent and/or share transfer records will show the Grantee as the owner of record of the Performance Share Units as of
the date the Performance Share Units are earned.  The certificate or certificates representing the Performance Share Units
earned may, at the Company's discretion, be in uncertificated (electronic or book entry) form.


 


4.          Notwithstanding
the foregoing, in addition to earning the Performance Share Units as set forth above, the Performance Share Units shall be earned
upon the occurrence of an event and in the amounts as described below.


 


Target
Award I shall be earned and not be forfeited in the event of:


 


(a)          the
Grantee’s death or Disability in proportion to the number of months, including any partial month, elapsed in the Performance
Period divided by 24;


 


(b)          a
Change in Control or Potential Change in Control of the Company; or


 


(c)          the
termination “without cause” of the Grantee’s employment by the Company; provided, however only in proportion
to the number of months, including any partial month, elapsed in the Performance Period divided by 24.


 


Target
Award II shall be earned and not be forfeited in the event of:


 


(a)          the
Grantee’s death or Disability in proportion to the number of months, including any partial month, elapsed in the Performance
Period divided by 36;


 


(b)          a
Change in Control or Potential Change in Control of the Company; or


 


(c)          the
termination “without cause” of the Grantee’s employment by the Company; provided, however only in proportion
to the number of months, including any partial month, elapsed in the Performance Period divided by 36.


 




    	 



    	 



    

 


A certificate
or certificates representing the earned Performance Share Units granted under Awards I and II shall be delivered to the Grantee
or the Grantee’s estate after the occurrence of an event described above as soon as practical, but in no event shall be
delivered later than the 15th day of the third month following the year in which Performance Share Units were earned.
If any Performance Share Units are deferred compensation subject to Section 409A of the Code, Change in Control shall have the
meaning as defined in the Plan except that “30%” shall be substituted for “25%” in Section 11(b)(iii)
of the Plan.


 


Target
Award III shall be earned and not be forfeited in the event of:


 


(a)          the
Grantee’s death or Disability in proportion to the number of months, including any partial month, elapsed in the Peer Group
Performance Period divided by 36;


 


(b)          a
Change in Control or Potential Change in Control of the Company; or


 


(c)          the
termination “without cause” of the Grantee’s employment by the Company; provided, however only in proportion
to the number of months, including any partial month, elapsed in the Peer Group Performance Period divided by 36.


 


In the event of the Grantee’s death, Disability
or termination without cause the shares granted in Target Award III shall be earned in amounts (and subject to the 36 month pro
rata earning provisions for death, Disability and termination without cause) in accordance with the Company’s TSR during
the Peer Group Performance Period as determined under the metrics of Target Award III above. A certificate or certificates representing
the earned Performance Share Units under Target Award III shall be delivered to the Grantee or the Grantee’s estate as promptly
as practical after completion of the Peer Group but no in event later than March __, 2018. In the event of a Change in Control
or Potential Change in Control of the Company, Target Award III shall be earned in amounts which assume the Company’s TSR
during the Peer Group Performance Period is equal to the 50th percentile of the Peer Group companies’ performance
in that period. A certificate or certificates representing the earned Performance Share Units under Target Award III shall be delivered
to the Grantee as promptly as practical after the Change in Control in Control, but in no event shall be delivered later than the
15th day of the third month following the year in which Performance Share Units were earned. In the event of a Potential
Change in Control, the earned Performance Share Units under Target Award II shall be delivered as promptly as practical after completion
of the Peer Group Performance Period but in no event later than March __, 2018. If any Performance Share Units are deferred compensation
subject to Section 409A of the Code, Change in Control shall have the meaning as defined in the Plan except that “30%”
shall be substituted for “25%” in Section 11(b)(iii) of the Plan.


 


Target
Award IV shall be earned and not be forfeited in the event of:


 


(a)          the
Grantee’s death or Disability in proportion to the number of months, including any partial month, elapsed in the EPS Performance
Period divided by 36;


 


(b)          a
Change in Control or Potential Change in Control of the Company; or


 




    	 



    	 



    

 


(c)          the
termination “without cause” of the Grantee’s employment by the Company; provided, however only in proportion
to the number of months, including any partial month, elapsed in the EPS Performance Period divided by 36.


 


In the event of the Grantee’s death, Disability
or termination without cause the Performance Share Units granted under Target Award IV shall be earned in amounts (and subject
to the 36 month pro rata earning provisions for death, Disability and termination without cause) in accordance with the Company’s
actual EPS for each of 2015, 2016, and 2017 target thresholds during the EPS Performance Period for Target Award IV. A certificate
or certificates representing the earned Performance Share Units under Target Award IV shall be delivered to the Grantee or the
Grantee’s estate as promptly as practical after completion of the EPS Performance Period, but no in event later than March
__, 2018. In the event of a Change in Control of the Company, Target Award IV shares shall be earned in amounts which assume the
Company’s EPS satisfied the respective 2015, 2016 and 2017 at the specified target thresholds. A certificate or certificates
representing the earned Performance Share Units under Target Award IV shall be delivered to the Grantee as promptly as practical
after the Change in Control or Potential Change in Control, but in no event shall be delivered later than the 15th day
of the third month following the year in which Performance Share Units were earned. In the event of a Potential Change in Control,
the earned Performance Share Units under Target Award II shall be delivered as promptly as practical after completion of the EPS
Performance Period but in no event later than March __, 2018. If any Performance Share Units are deferred compensation subject
to Section 409A of the Code, Change in Control shall have the meaning as defined in the Plan except that “30%” shall
be substituted for “25%” in Section 11(b)(iii) of the Plan.


 


Termination shall be deemed to be “without
cause” unless the Board of Directors of the Company, or its designee, in good faith determines that termination is because
of any one or more of the following, in which case such termination shall be deemed to be for “cause”:


 


The Grantee’s:


 


		(a)	fraud;



 


		(b)	misappropriation of funds from the Company;



 


		(c)	commission of a felony or of an act or series of acts which result in material injury to the business reputation of the Company;



 


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



 


		(e)	commission of an act or series of repeated acts of dishonesty that are materially inimical to the best interests of the Company;



 


		(f)	willful and repeated failure to perform his duties, which failure has not been cured within fifteen (15) days after the Company
gives notice thereof to the Grantee;



 




    	 



    	 



    

 


		(g)	material breach of any material provision of an employment agreement, if any, which breach has not been cured in all substantial
respects within ten (10) days after the Company gives notice thereof to the Grantee; or



 


		(h)	failure to carry out the reasonable directions or instructions of the Grantee’s superiors, provided the directions or
instructions are consistent with the duties of the Grantee’s office, which failure has not been cured in all substantial
respects within ten (10) days after the Company gives notice thereof to the Grantee.



 


Provided, however, the Company’s obligation
to provide notice and an opportunity to cure, pursuant to subsections (f)-(h) above, shall only apply to the Grantee’s first
breach, first failure to perform or first failure to follow directions, as the case may be, of the nature giving rise to the right
of the Company to provide notice thereof. In addition, the Grantee may terminate his employment with the Company, and such termination
shall be deemed a termination by the Company “without cause” if:


 


		(a)	the Company reduces the Grantee’s title, responsibilities, power or authority in comparison with his title, responsibilities,
power or authority on the date hereof;



 


		(b)	the Company assigns the Grantee duties which are inconsistent with the duties assigned to the Grantee on the date hereof and
which duties the Company persists in assigning to the Grantee despite the prior written objection of the Grantee; or



 


		(c)	the Company reduces the Grantee’s annual base compensation (unless such decrease is proportionate with a decrease in
the base compensation of the officers of the Company as a group), or materially reduces his group health, life, disability or other
insurance programs, his pension, retirement or profit-sharing benefits or any benefits provided by the Company, or excludes him
from any plan, program or arrangement, including but not limited to bonus or incentive plans.



 


5.          On
any change in the number or kind of outstanding common shares of the Company by reason of a recapitalization, merger, consolidation,
reorganization, separation, liquidation, share split, share dividend, combination of shares or any other change in the corporate
structure or Common Shares of the Company, the Company, by action of the Committee, is empowered to make such adjustment, if any,
in the number and kind of Performance Share Units subject to this Agreement as it considers appropriate for the protection of the
Company and of the Grantee.


 


6.          No
later than the date as of which an amount first becomes includable in the gross income of the Grantee for federal income tax purposes
with respect to the Performance Share Units granted hereunder, the Grantee shall pay to the Company, or make arrangements satisfactory
to the Committee regarding the payment of, any federal, state or local taxes of any kind required by law to be withheld with respect
to that amount. Unless otherwise determined by the Committee, minimum statutory withholding obligations may be settled with previously
owned Common Shares or Performance Share Units that have been earned. The making of that payment or those arrangements is a condition
to the obligations of the Company under the Plan, and the Company and its subsidiaries and affiliates may, to the extent permitted
by law, deduct any taxes from any payment of any kind otherwise payable to the Grantee.


 




    	 



    	 



    

 


7.          Nothing
in this Agreement shall affect in any manner any conflicting or other provision of any other agreement between the Grantee and
the Company. Nothing contained in this Agreement shall limit whatever right the Company might otherwise have to terminate the employment
of the Grantee.


 


8.          The
laws of the State of Ohio govern this Agreement, the Plan and the Performance Share Units granted hereby.


 


IN WITNESS WHEREOF, the Company has caused its
corporate name to be subscribed by its duly authorized officer as of the ___ day of March 2015.


 


	 	STONERIDGE, INC.
	 	 
	 	By	 
	 	 	George E. Strickler


 


 





	 	The foregoing is hereby accepted.
	 	 	 
	 	 	 
	 	 	Jonathan DeGaynor


 




    	 



    	 



    

 


Appendix C


 


STONERIDGE, INC.


CHANGE IN CONTROL AGREEMENT


 


THIS CHANGE IN CONTROL AGREEMENT (the “Agreement”)
is by and between Stoneridge, Inc., an Ohio corporation (“Employer”), and Jonathan DeGaynor (“Executive”),
made this 16th day of March 2015.


 


RECITALS


 


A.          Executive
desires to be employed by Employer as its President and Chief Executive Officer;


 


B.          Employer
wishes to induce Executive to accept employment and continue thereafter as its President and Chief Executive Officer and, accordingly,
to provide certain employment security to Executive in the event of a “Change in Control” (as hereinafter defined);


 


C.          Employer
believes that it is in the best interest of its shareholders for Executive to accept Employer’s employment offer and thereafter
continue in his position on an objective and impartial basis and without distraction, whether based upon individual financial uncertainties
or otherwise, or conflict of interest as a result of a possible or actual Change in Control; and


 


D.          In
consideration of this Agreement, Executive is willing to accept Employer’s offer of employment and thereafter continue as
Employer’s President and Chief Executive Officer;


 


NOW THEREFORE, in consideration of Executive’s
acceptance of employment and thereafter Executive continuing as the President and Chief Executive Officer of Employer and of the
mutual promises herein contained, Executive and Employer, intending to be legally bound, hereby agree as follows:


 


SECTION 1


 


DEFINITIONS


 


1.          A
“Change in Control” for the purpose of this Agreement will be deemed to have occurred if during Executive’s employment
with Employer, at any time:


 


(a)          the
Board of Directors or shareholders of Employer approve a consolidation or merger that results in the shareholders of Employer,
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;


 


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


 




    	 



    	 



    

 




 


(c)          any
person or other entity (other than Employer or a subsidiary of Employer or any Employer 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 of Directors or becomes the beneficial owner of securities
of Employer representing 35% or more of the voting power of Employer’s outstanding securities; or


 


(d)          during
any two-year period, individuals who at the beginning of such period constitute the entire Board of Directors cease to constitute
a majority of the Board of Directors, unless the election or the nomination for election of each new director is approved by the
Nominating and Corporate Governance Committee (if comprised entirely of directors who were in office at the beginning of that period)
or at least two-thirds of the directors then still in office who were directors at the beginning of that period.


 


2.          A
“Triggering Event” for the purpose of this Agreement will be deemed to have occurred if within two years after the
date on which the Change in Control occurred:


 


(a)          Employer
separates Executive from service with Employer, other than in the case of a Termination for Cause (as defined below); or


 


(b)          Executive
separates from service with Employer for Good Reason (as defined below).


 


For purposes of this Agreement, the term “separates from service
with Employer” shall mean Executive’s Separation from Service, as determined under Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder; provided, however, that such Separation
from Service with Employer is not as a result of Executive’s death, or disability (as defined in Code Section 409A). If,
however, Executive separates from service with Employer as a result of death or disability (as defined in Code Section 409A) after
Employer has provided written notice to Executive of Employer’s intent to separate Executive from service with Employer at
a future date or after Executive has provided written notice to Employer of Executive’s intent to separate from service with
Employer at a future date for Good Reason, but in no event later than two years after the date on which the Change in Control occurred,
then notwithstanding the prior sentence, Executive or his estate, as applicable, will be entitled the benefits provided herein.


 


3.          Executive
will be deemed to have separated from service with Employer for “Good Reason” for the purpose of this Agreement if:


 


(a)          Employer
materially reduces Executive’s title, responsibilities, power or authority in comparison with his title, responsibilities,
power or authority at or about the time of the Change in Control;


 


(b)          Employer
assigns Executive duties that are materially inconsistent with the duties assigned to Executive on the date on which the Change
in Control occurred, and which duties Employer persists in assigning to Executive despite the prior written objection of Executive;


 




    	 



    	 



    

 


(c)          Employer
reduces Executive’s base compensation, or materially reduces his group health, life, disability or other insurance programs
(including any such benefits provided to Executive’s family), his pension, retirement or profit-sharing benefits or any benefits
provided by Employer’s Annual Incentive Plans or Long-Term Incentive Plans or any substitute therefor, or excludes him from
any plan, program or arrangement, including but not limited to any bonus or incentive plans in which Employer’s other executive
officers are included; or


 


(d)          Employer
requires Executive to be based at or generally work from any location more than 100 miles from the geographical center of the city
where Executive worked or Executive’s residence on the date on which the Change of Control occurred (the “Location
of Employment”) or Employer over the course of any calendar month requires Executive to be away from his Location of Employment
for more than 50% of the business days during that month.


 


4.          A
“Termination for Cause” for the purposes of this Agreement will be deemed to have occurred if, and only if, the Executive’s
employment is terminated because of any one or more of the following:


 


(a)          misappropriation
of funds from Employer;


 


(b)          conviction
of a felony;


 


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


 


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


 


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


 


(f)          failure
to cooperate with any Employer investigation or with any investigation, inquiry, hearing or similar proceedings by any governmental
authority having jurisdiction over Employer or Executive.


 


Provided, however, the Executive shall have been
provided with written notice that there is a basis for termination for cause under clauses (a) and (d)-(f), above. The notice shall
set forth the facts regarding the basis for termination. The Executive shall be afforded a reasonable amount of time under the
circumstances after the delivery of the notice before the Board meets to consider any possible termination for cause (which amount
of time the parties acknowledge may be very limited depending on the circumstances). At or prior to the meeting of the Board to
consider the matters described in the written notice the Executive will be afforded an opportunity to express his views to the
Board on the subject matter of the notice. The Board’s determination concerning a termination for Cause shall be made at
the sole discretion of the Board.


 


5.          “Executive’s
Annual Bonus” means the greater of the target annual incentive award at the time of termination or the actual incentive award
received for the fiscal year prior to termination.


 




    	 



    	 



    

 


6.          “Executive’s
Annual Salary” means the greater of Executive’s annual base salary at the time of a Triggering Event or at the time
of the occurrence of a Change in Control.


 


7.          “Executive
Pro Rata Annual Bonus” means an amount equal to the pro rata amount of incentive compensation Executive would have been entitled
to at the time of a Triggering Event calculated based upon the personal and Employer targets or performance goals that were achieved
in the year in which the Triggering Event occurred.


 


SECTION 2


 


TRIGGERING EVENT PAYMENTS


 


1.          After
the occurrence of a Triggering Event, Employer shall pay amounts described in this Section 2 within seventy (70) days following
the Executive’s termination of employment, contingent upon the Executive executing a general release in the form attached
as Appendix D to the Employment Agreement (“General Release”) and as described in Section 9, within sixty (60)
days of cessation of employment, and not revoking the General Release, provided that if such seventy (70) day period begins in
one calendar year and ends in a second calendar year, payment shall commence in the second calendar year. If the Company has not
received the General Release within forty-five (45) days after the Executive’s cessation of employment, the Company shall
provide Executive Written Notice that the General Release must be signed within sixty (60) days after cessation of employment to
receive the benefits hereunder, which notice, however, shall in no event modify any otherwise applicable time periods. If the Executive
fails to timely sign and deliver the General Release, the Company shall not be obligated to pay the amounts set forth in this Section
2 and this Agreement shall terminate. Under no circumstances there shall be duplication of payments under this Section 2 and the
Employment Agreement. The amounts to be paid are as follows:


 


(a)          A
lump sum payment, which will be in addition to any other compensation or remuneration to which Executive is, or becomes, entitled
to receive from Employer. The lump sum cash payment shall be in an amount equal to the sum of (i) two times Executive’s Annual
Salary, plus (ii) two times Executive’s Annual Bonus.


 


(b)          In
addition to making the payment described above, Employer shall also pay Executive a lump sum cash payment equal to the Executive
Pro Rata Annual Bonus which shall be paid in the year after the year in which the Triggering Event occurred.


 




    	 



    	 



    

 


(c)          In
addition, Employer shall, at its expense, provide Executive, and his family with life and health insurance (“Health and Welfare
Benefits”) in an amount not less than that provided on the date on which the Change in Control occurred for a period of twenty-four
(24) months beginning on the date of the Triggering Event; provided, however, Employer shall not be obligated to pay for Health
and Welfare Benefits after the date on which Executive shall be eligible to receive benefits from another employer which are substantially
equivalent to or greater than the benefits Executive and his family received from Employer; provided, further, that if Executive’s
continuation in some or all of Employer Health and Welfare Benefits is not available, then Employer shall make monthly payments
to Executive commencing the first day of the month after Employer makes the payments described in Section 2, paragraph 1(a) above
equal to the cost of the coverage for similarly situated employees of Employer, as determined solely by Employer, over a period
of twenty-four (24) months with respect to those benefits among the Health and Welfare Benefits not available. The benefits shall
run concurrent with the health insurance continuation coverage otherwise available under the COBRA rules.


 


The benefits under Section 2, paragraph 1(a)
and, if applicable, Section 2, paragraph 1(b) shall be paid in one lump sum cash payment. If the Executive is a “specified
employee” (within the meaning of Section 409A of the Code), all payments under Section 2 that are deferred compensation subject
to Section 409A restrictions shall be made or commence, as applicable, on the date which is the earlier of (i) the Executive’s
death or (ii) six (6) months after the date of Executive’s separation from service with Employer. In addition, all payments
pursuant to this Agreement shall be made less standard required deductions and withholdings, including the amount of the excise
tax on excess parachute payments as provided in Code Section 4999.


 


2.          Notwithstanding
anything in this Agreement to the contrary, in the event that it shall be determined (as hereinafter provided) that any payment
or distribution by Employer to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant
to the terms of this Agreement, or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement,
including without limitation any grants under Employer’s Amended and Restated Long-Term Incentive Plan, any stock option,
restricted stock, stock appreciation right or similar right, or the lapse or termination of any restriction on, or the vesting
or exercisability of, any of the foregoing (in the aggregate “Total Payments”), would be subject, but for the application
of this Section 2, paragraph 2, to the excise tax imposed by Code Section 4999 (or any successor provision thereto) (the “Excise
Tax”) by reason of being considered “contingent on a change in ownership or control” of Employer and as being
considered an “excess parachute payment,” both within the meaning of Code Section 280G (or any successor provision
thereto), then:


 


(a)          If
the aggregate Parachute Value (as defined below) of the Total Payments is 110% or less than the Safe Harbor Amount (as defined
below), then the payments payable to Executive pursuant to Section 2, paragraph 1 shall be reduced to such an amount so that Total
Payments will be capped to the extent necessary so that Total Payments will equal the Safe Harbor Amount and no Excise Tax will
be triggered.


 




    	 



    	 



    

 


(b)          If,
however, the aggregate Parachute Value of the Total Payments exceeds 110% of the Safe Harbor Amount, then the payments payable
to Executive pursuant to Section 2, paragraph 1 shall not be reduced as provided for under Section 2, paragraph 2(a), but instead,
the full amount of Total Payments shall be paid to Executive and the Excise Tax will be triggered.


 


For purposes of this Agreement, the “Safe
Harbor Amount” is the maximum aggregate Parachute Value of the Total Payments that may be paid or distributed to Executive
or for the benefit of Executive without triggering the Excise Tax because such amount is less than three times Executive’s
“base amount,” within the meaning of Code Section 280G. The “Parachute Value” of the Total Payments is
the aggregate present value as of the date of the Change in Control of that portion of the Total Payments that constitutes “parachute
payments,” within the meaning of Code Section 280G. The calculation of the Total Payments, the Safe Harbor Amount, and the
Parachute Value, as well as the method in which the reduction in payments under Section 2, paragraph 2(a) will be applied, shall
be conducted and determined by a national accounting firm selected by Employer and its determinations shall be binding on all parties;
provided, however, that if the calculation of such national accounting firm will result in a reduction of any of the payments to
be made to Executive under Section 2, paragraph 1, prior to issuance of the final and binding determination, Executive shall be
given a reasonable opportunity to (i) review and comment upon all of the material, information and documentation provided to the
national accounting firm by Employer, and (ii) offer such input as Executive may determine to be helpful to the national accounting
firm’s preliminary determination.


 


3.          If
in any future year a determination is made that the reduction described in Section 2, paragraph 2(a) was not required, then payment
of such reduced amount shall be made as soon as administratively feasible.


 


SECTION 3


 


SETOFF


 


No amounts otherwise due or payable under this
Agreement will be subject to setoff or counterclaim by either party hereto.


 


SECTION 4


 


ATTORNEY’S FEES/DISPUTE RESOLUTION/ARBITRATION
AGREEMENT


 


All attorney’s reasonable fees and related
expenses incurred in good faith by Executive in connection with or relating to the enforcement by him of his rights under this
Agreement will be paid for by Employer. In addition, Executive and Employer agree that, subject to the express exceptions set forth
in this Section 4, any dispute, claim or controversy that could be brought in court (collectively referred to herein as “Claim”)
that Executive has against Employer or that Employer has against Executive relating to or arising out of the terms of this Agreement
shall be resolved by final and binding arbitration as set forth in this Section 4.  Under this Dispute Resolution/Arbitration
Agreement Section, the term Claim includes any allegations of unlawful discrimination, harassment, wrongful discharge, constructive
discharge, and claims related to the payment of wages or benefits, under federal, state or local law and further includes, but
is not limited to, contract, tort, common law, and statutory claims.  By agreeing to this Dispute Resolution/Arbitration Agreement
Section, Executive and Employer expressly waive any right that they may have to resolve any covered Claim through any other means,
including a jury or court trial.


 




    	 



    	 



    

 


Executive and Employer agree that any covered
Claim shall be resolved by exclusive, final and binding arbitration to be conducted in accordance with the American Arbitration
Association’s (“AAA”) Employment Arbitration Rules and Mediation Procedures and held in the county in which the
Executive provides a majority of Executive’s services.  In any arbitration proceeding, the Arbitrator shall apply the
terms of this Dispute Resolution/Arbitration Agreement, and applicable federal, Ohio state, and local law. In the event any portion
of this Dispute Resolution/Arbitration Agreement Section is held inapplicable as in violation of applicable law, as determined
by the arbitrator selected herein or a court of competent jurisdiction, the offending portion of this provision may be removed
or modified and the remainder of this Dispute Resolution/Arbitration Agreement Section shall not be affected.  This Dispute
Resolution/Arbitration Agreement Section shall be governed by the Federal Arbitration Act as will any actions to compel, enforce,
vacate or confirm proceedings, awards, or orders of the arbitrator under this Dispute Resolution/Arbitration Agreement.


 


SECTION 5


 


SUCCESSORS AND PARTIES IN INTEREST


 


This Agreement will be binding upon and will
inure to the benefit of Employer and its successors and assigns, including, without limitation, any corporation or other person
which acquires, directly or indirectly, by purchase, merger, consolidation or otherwise, all or substantially all of the business
or assets of Employer. Without limitation of the foregoing, Employer will require any such successor, by agreement in form and
substance satisfactory to Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same
extent that it is required to be performed by Employer. This Agreement will be binding upon and will inure to the benefit of Executive,
his heirs at law and his personal representatives.


 


SECTION 6


 


ATTACHMENT


 


Neither this Agreement nor any benefits payable
hereunder will be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge or to execution,
attachment, levy or similar process at law, whether voluntary or involuntary.


 


SECTION 7


 


NO EMPLOYMENT CONTRACT; TERMINATION


 


This Agreement will not in any way constitute
an employment agreement between Employer and Executive and it will not oblige Executive to continue in the employ of Employer,
nor will it oblige Employer to continue to employ Executive, but it will merely require Employer to pay benefits hereunder to Executive
under the agreed upon circumstances. In addition, provided a Change in Control has not occurred, this Agreement shall terminate
and be of no further force or effect one year from the date Executive ceases to be an employee


 




    	 



    	 



    

  


SECTION 8


 


RIGHTS UNDER OTHER PLANS AND AGREEMENTS


 


The Change in Control benefits herein provided
will be in addition to, and are not intended to reduce, restrict or eliminate any benefit to which Executive may otherwise be entitled
by virtue of his termination of employment or otherwise.


 


SECTION 9


 


RELEASE


 


As a condition to the payment of the benefits
by Employer to Executive pursuant to this Agreement, as described in Section 2, Executive shall deliver a signed release of claims
against Employer within the timeframe set forth in Section 2. Such release shall be in the form attached as Appendix D of
the Employment Agreement.


 


SECTION 10


 


COVENANTS, NON-COMPETITION, AND CONFIDENTIAL
INFORMATION


 


For the first year following Executive’s
separation from service with Employer without Cause or for Good Reason, Executive shall not, directly or indirectly, do or suffer
any of the following:


 


(a)          Own,
or control or participate in the ownership, or control of, or in a competitive capacity be employed or engaged by or in a competitive
capacity otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership,
proprietorship, firm, association or other business entity engaged in the business of designing and/or manufacturing of engineered
electrical and electronic components, modules and systems for applications that compete with products sold by the Company; provided,
however, that the ownership of not more than one percent (1%) of any class of publicly traded securities of any entity shall not
be deemed a violation of this covenant;


 


(b)          Without
the prior written consent of Employer, on his own behalf or on behalf of any person or entity, directly or indirectly, hire or
knowingly solicit the employment of any employee who has been employed by Employer or its subsidiaries at any time during the six
(6) months immediately preceding such date of hiring or solicitation;


 


(c)          Solicit,
divert or entice away or attempt to solicit, divert or entice away the business or patronage of any individual or entity who is
a client or known prospective client of the Company (excluding members of the Executive’s immediate family) or otherwise
interfere or attempt to interfere with any transaction, agreement, prospective agreement, business opportunity or business relationship
in which the Company is involved and of which Executive has knowledge; or


 




    	 



    	 



    

 


(d)          Use,
disclose or make accessible to any other person, firm, partnership, corporation or any other entity any Confidential Information
(as defined below) pertaining to the business of Employer or any entity controlling, controlled by, or under common control with
Employer (each an “Affiliate”) except when required to do so by a court of competent jurisdiction; provided, however,
that the foregoing restrictions shall not apply to the extent that such information (i) is clearly obtainable in the public domain,
(ii) becomes obtainable in the public domain, except by reason of the breach by Executive of the terms hereof, (iii) was not acquired
by Executive in connection with his employment or affiliation with Employer, (iv) was not acquired by Executive from Employer or
its representatives, or (v) is required to be disclosed by rule of law or by order of a court or governmental body or agency. For
purposes of this Agreement, “Confidential Information” shall mean non-public information concerning Employer’s
financial data, statistical data, strategic business plans, product development (or other proprietary product data), customer and
supplier lists, customer and supplier information, pricing data, information relating to governmental relations, discoveries, practices,
processes, methods, trade secrets, developments, marketing plans and other non-public, proprietary and confidential information
of Employer or its Affiliates, that, in any case, is not otherwise generally available to the public and has not been disclosed
by Employer, or its Affiliates, as the case may be, to others not subject to confidentiality agreements. In the event Executive’s
employment is terminated for any reason, Executive immediately shall return to Employer all Confidential Information in his possession.


 


SECTION 11


 


NOTICES


 


All notices and other communications required
to be given hereunder shall be in writing and will be deemed to have been delivered or made when mailed, by certified mail, return
receipt requested, if to Executive, to the last address which Executive shall provide to Employer, in writing, for this purpose,
but if Executive has not then provided such an address, then to the last address of Executive then on file with Employer; and if
to Employer, then to the last address which Employer shall provide to Executive, in writing, for this purpose, but if Employer
has not then provided Executive with such an address, then to:


 


Secretary


Stoneridge, Inc.


9400 East Market Street


Warren, Ohio 44484


 


SECTION 12


 


GOVERNING LAW AND JURISDICTION


 


This Agreement will be governed by, and construed
in accordance with, the laws of the State of Ohio, except for the laws governing conflict of laws. Subject to Section 4, if either
party institutes a suit or other legal proceedings, whether in law or equity, Executive and Employer hereby irrevocably consent
to the jurisdiction of the Common Pleas Court of the State of Ohio (Trumbull County) or the United States District Court for the
Northern District of Ohio.


 




    	 



    	 



    

 


SECTION 13


 


ENTIRE AGREEMENT AND COMPLIANCE WITH LAW


 


This Agreement constitutes the entire understanding
between Employer and Executive concerning the subject matter hereof and supersedes all prior written or oral agreements or understandings
between the parties hereto, including all prior Change in Control agreements or arrangements by and between Employer and Executive.
Nothing in this Agreement is intended to affect Executive’s rights, including rights to indemnification, if applicable, under
the Employer’s Certificate of Incorporation or Code of Regulations or under any employment agreement, award agreement or
indemnification agreement. No term or provision of this Agreement may be changed, waived, amended or terminated except by a written
instrument signed by both parties.


 


[The remainder of this page is intentionally
left blank.]


 




    	 



    	 



    

  


[Signature Page for Change in Control Agreement]


 


IN WITNESS WHEREOF, and as conclusive evidence
of the adoption of this Agreement, the parties have hereunto set their hands as of the date and year first above written.


 


	 	 	STONERIDGE, INC.
	 	 	 	 
	 	 	By:	/s/ George E. Strickler
	 	 	 	George E. Strickler
	 	 	 	Executive Vice President and Chief Financial Officer
	 	 	 	 
	 	 		/s/ Jonathan DeGaynor
	 	 		Jonathan DeGaynor


 




    	 



    	 



    

 


Appendix D


 


FORM OF GENERAL RELEASE


 


This general release (“Release”)
agreement is made by and between Jonathan DeGaynor (“DeGaynor”) and Stoneridge, Inc. (“Stoneridge’).


 


The Release is required be delivered to Stoneridge
by DeGaynor as a condition to certain payments to be made to DeGaynor under his [Employment Agreement][Change in Control Agreement]
and is intended to resolve any claims which DeGaynor may have relating to his employment and other positions with Stoneridge and
DeGaynor’s separation from employment with Stoneridge, so that both DeGaynor and Stoneridge may go their separate ways without
further disputes or litigation. DeGaynor understands that Stoneridge is not entering into this Agreement as an admission of any
liability on its part, but rather to reach a friendly resolution with DeGaynor regarding his employment with, and separation from,
Stoneridge.


 


1.          DeGaynor
and Stoneridge agree that DeGaynor’s employment with Stoneridge [has been][will be] terminated on __________.


 


2.          DeGaynor’s
execution and delivery of this Release is a condition to Stoneridge’s obligation to pay DeGaynor certain severance, other
amounts and/or provide certain benefit continuation in accordance with the [Employment Agreement][Change in Control Agreement].


 




    	 



    	 



    

 


4.          In
exchange for the payments set in the [Employment Agreement][Change in Control Agreement] DeGaynor for himself and for his heirs,
personal representatives, successors and assigns, hereby forever releases, remises and discharges Stoneridge and each of its past,
present, and future officers, directors, shareholders, members, employees, trustees, agents, representatives, affiliates, successors
and assigns (collectively the “Stoneridge 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 DeGaynor now has, has had, or may hereafter have against any of the Stoneridge Released
Parties from the beginning of DeGaynor’s employment with Stoneridge to the date of this Release, arising from, connected
with, or in any way growing out of, or related to, directly or indirectly, (i) DeGaynor’s employment by Stoneridge, (ii)
DeGaynor’s service as an officer, director or key employee, as the case may be, of Stoneridge, (iii) any transaction prior
to the date of this Release and all effects, consequences, losses and damages relating thereto, (iv) the services provided by DeGaynor
to Stoneridge, or (v) DeGaynor’s termination of employment with Stoneridge under the common law or any federal or state statute,
including, but not limited to, all claims arising under the Civil Rights Acts of 1866 and 1964, the Equal Pay Act of 1963, the
Age Discrimination in Employment Act of 1967, the Rehabilitation Act of 1973, the Older Workers Benefit Protection Act of 1990,
the Americans with Disabilities Act of 1990, the Civil Rights Act of 1991, the Family and Medical Leave Act of 1993, the Consolidated
Omnibus Budget Reconciliation Act (“COBRA”), Title 4112 of the Ohio Revised Code, and all other foreign, federal, state
or local laws governing employers and employees; provided, however, that the Executive does not release, remise or discharge and
nothing in this Release will bar, impair or affect the obligations, covenants and agreements of Stoneridge (i) set forth in the
Employment Agreement with respect to the last two sentences of Section 2(B), Sections 3(B) with respect to the 2015 AIP, 3(C),
4(B)(1), 5(B) and to the extent necessary Section 7, (ii) set forth in the Indemnification Agreement between Stoneridge and DeGaynor
or with respect to rights to be indemnified and/or advanced expenses under any corporate document of Stoneridge or any agreement
or pursuant to applicable law or to be covered under any applicable directors’ and officers’ liability insurance policies,
(iii) to pay any wages that have been earned prior to separation from service, (iv) the earning of any equity awards in connection
with the termination of DeGaynor’s employment pursuant to any award agreement, (v) those set forth in this Release, (vi)
any benefit claims under any qualified employee benefit plans in which DeGaynor is a participant by virtue of his employment either
(1) arising after the date hereof, (2) arising before the date hereof (except for known disputes which are released), or (3) for
which DeGaynor has no knowledge of on the date hereof, and (vii) set forth in the Change in Control Agreement with respect to severance
obligations (the “Excluded Matters”). With regard to the release of claims under the Age Discrimination in Employment
Act, DeGaynor understands that he has a period of at least 21 days in which to consider this release, although he may sign it sooner
if he chooses. DeGaynor also understands that he will have a period of 7 days following the signing of this Release to revoke it
by notifying Stoneridge’s Chief Financial Officer, in writing at 9400 East Market Street, Warren, Ohio 44484 prior to the
expiration of the seven day period. The release of claims under the Age Discrimination in Employment Act shall not become effective
and the payments to be made under the [Employment Agreement][Change in Control Agreement] will not be made until the 7 day revocation
period has expired. DeGaynor is advised that by signing this Release, he is waiving legal rights and he is hereby advised to consult
with an attorney prior to signing. Notwithstanding DeGaynor’s release of claims, DeGaynor retains the right to file a charge
of alleged employment discrimination with the federal 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, DeGaynor waives all rights to recover or share
in any damages or monetary payment awarded under any EEOC charge or action or any state or local agency complaint or action.


 


5.          DeGaynor
agrees he will not disparage Stoneridge or any of its officers or directors about any events occurring during his employment with
Stoneridge. Stoneridge will not, and will cause its officers and directors not to, disparage DeGaynor and agrees to respond to
reference requests with only the following information: dates of employment and positions held (unless DeGaynor provided prior
approval to release additional information).


 


6.          DeGaynor
agrees that he has or will, upon request, return any property, including manuals, other documents and electronic files, which were
furnished to him by Stoneridge during his employment. DeGaynor acknowledges that during his employment he has had access to and
knowledge of Stoneridge confidential business information, including but not limited to special information about Stoneridge financial
affairs, budgeting, donors, financial and contract data, expansion plans, and strategies for Stoneridge’s business. DeGaynor
agrees that he will not, without Stoneridge’s express written consent, directly or indirectly disclose to any third party
or use for his own benefit or the benefit of any third party, any confidential information of Stoneridge or any other confidential
information concerning Stoneridge business that he obtained in the course of his employment with Stoneridge which is not generally
known to the public; provided, however, nothing in this section is intended to affect any other or additional DeGaynor’s
obligation with respect to confidentiality, non-competition, and similar covenants, etc., set forth in any other agreement by and
between Stoneridge and DeGaynor or DeGaynor’s obligations as an officer or director under common law.


 




    	 



    	 



    

  


7.          DeGaynor
acknowledges and affirms that he has had the opportunity to and has carefully read and reviewed all the terms and conditions contained
in this Release with anyone of his choosing and he fully understands it and that he signs it voluntarily, without duress or coercion.


 


8.          DeGaynor
agrees that he will not now or hereafter sue Stoneridge concerning any claims relating to his employment or termination of employment
with Stoneridge, except as the same may affect DeGaynor’s rights with respect to the enforcement of this Release or DeGaynor’s
rights with respect to the Excluded Matters. This Release may be pleaded as a full and complete defense to, and may be used as
a basis for injunction against, any action or proceeding DeGaynor may institute, prosecute, or maintain in breach of this Release.


 


9.          This
Release is to be construed under the laws of the State of Ohio. The invalidity or unenforceability of any provision of this Release
shall not affect the validity or enforceability of any other provision of it, which shall nevertheless remain in full force and
effect. The Release contains the entire agreement between the parties and may not be modified, except in writing signed by both
of the parties.


 


This Release has been executed by the parties
on the dates indicated below.


 


	 	 
	Jonathan DeGaynor	 
	 	 
	Date:	 
	 	 
	Stoneridge, Inc.	 
	 	 	 
	By:		 
	 	 	 
	Date: