Exhibit
10.1


 


Amendment
No. 1 


to
the  


Stoneridge,
Inc. 


2018
Amended and Restated 


Directors’
Restricted Shares Plan


 


	1.	The
second paragraph of Section 1, Purpose of Plan, is deleted in its entirety and replaced with the following:



 


The number
of shares authorized for issuance under the Plan shall be increased by 100,000 Common Shares, without par value, of the Company
bringing the total shares authorized for issuance under the Plan to 950,000.


 


	2.	Section
17, Effective Date, is deleted in its entirety and replaced with the following:



 


		17.	Effective
Date.



 


The Plan was
made effective upon its approval by the Company’s shareholders on May 15, 2018. The Plan, as amended by Amendment No. 1, shall
become effective on the day it is approved by the Company’s shareholders. The 2018 Amended and Restated Directors’ Restricted
Shares Plan, as approved by the Company’s shareholders on May 15, 2018, shall remain in full force and effect and shall only
be superseded by the Plan as amended by Amendment No. 1 when, and if, the Company’s shareholders approve Amendment No. 1 to the
Plan.


 


 








 





Stoneridge,
Inc. 


2018
Amended and Restated 


Directors’
Restricted Shares Plan


 


1. Purpose
of Plan.


 


The purpose
of this 2018 Amended and Restated Directors’ Restricted Shares Plan (the “Plan”) of Stoneridge, Inc., an Ohio corporation
(the “Company”), is to advance the interests of the Company and its shareholders by providing Eligible Directors (as defined
in Section 3, below) with (a) an opportunity to participate in the Company’s future prosperity and growth, and (b) an incentive
to increase the value of the Company based on the Company’s performance, development, and financial success. These objectives will
be promoted by granting to Eligible Directors restricted Common Shares, without par value, of the Company (the “Restricted Shares”).


 


The Plan amends
and restates the Company’s prior Amended Directors’ Restricted Shares Plan, as amended, and increases by 150,000 Common Shares,
without par value, of the Company (from 700,000 to 850,000 shares) the number of shares authorized for issuance under the Plan.


 


2. Administration
of Plan.


 


The Plan will
be administered by the Board of Directors (the “Board”). The Board shall have the power and authority to: (a) approve the
grant of Restricted Shares to Eligible Directors (such Eligible Directors, “Participants”); (b) approve the terms and conditions,
not inconsistent with the terms hereof, of any grant of Restricted Shares, including without limitation time and performance restrictions,
and approve the form of Restricted Shares Grant Agreement (as defined in Section 5, below); (c) adopt, alter, and repeal such administrative
rules, guidelines, and practices governing the Plan as it shall, from time to time, deem advisable; (d) interpret the terms and provisions
of the Plan and any agreements relating thereto; and (e) take any other actions the Board considers appropriate in connection with,
and otherwise supervise the administration of the Plan, all in a manner consistent with the other provisions of the Plan.


 


3. Participants
in Plan.


 


The persons
eligible to receive Restricted Shares under the Plan shall be those directors of the Company who are not employees or officers (except
for the non-executive Chairman of the Board) of the Company or any subsidiary of the Company (any such person, an “Eligible Director”).


 


4. Shares
Subject to Plan.


 


The maximum
aggregate number of Common Shares that may be issued under the Plan as Restricted Shares shall be 850,000 Common Shares, without par
value. Restricted Shares forfeited pursuant to Section 7 shall again be available for grant under the Plan. However, Restricted Shares
retained or sold by the Company to satisfy withholding requirements pursuant to Section 8 shall not again be available for grants under
the Plan. The shares that may be issued under the Plan may be authorized but unissued shares or issued shares reacquired by the Company
and held as Treasury Shares. In the event of a reorganization, recapitalization, share split, share dividend, combination of shares,
merger, consolidation, distribution of assets, or any other change in the corporate structure or shares of the Company, the Company will
make such adjustments as it deems appropriate in the number and kind of Common Shares reserved for issuance under the Plan. In the event
of any merger, consolidation or other reorganization in which the Company is not the surviving or continuing corporation, all Restricted
Shares that were granted hereunder and that are outstanding on the date of such event shall immediately vest and no longer be subject
to forfeiture on the date of such event.


 



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5. Grant,
Issuance of Restricted Shares.


 


The Restricted
Shares issued by the Company in connection with the Restricted Share grants made under the Plan shall be authorized by the Board and
shall be made in accordance with, and subject to the terms of a written agreement (the “Restricted Shares Grant Agreement”)
in the form approved by the Board from time to time. To be effective, any such Restricted Shares Grant Agreement, shall be signed by
an officer of the Company authorized by the Board, and signed by the Participant, set forth the terms and other conditions to which the
award of Restricted Shares is subject, if any, the period of time that the Restricted Shares are subject to forfeiture, if any, and state
that such Restricted Shares are subject to all the terms and conditions of the Plan and such other terms and conditions, not inconsistent
with the Plan, as the Board may approve. The date on which the Board approves the granting of the Restricted Shares shall be deemed to
be the date on which the Restricted Shares are granted for all purposes, unless the Board otherwise specifies in its approval.


 


The Board
may, in its sole discretion, provide in the Restricted Shares Grant Agreement that the forfeiture period with respect to the Restricted
Shares may lapse upon a Participant’s death or disability or upon a Change in Control (as defined in Section 12, below) of the
Company. In addition, the Board may, in its sole discretion, provide in the Restricted Shares Grant Agreement that any vesting condition
of continued service as a member of the Board of Directors shall not apply to a Participant who fails to satisfy that condition solely
because after the date of the Restricted Shares Grant Agreement that Participant was not nominated by the Board of Directors for election
to the Board of Directors at the next annual meeting of shareholders. Any Restricted Shares issued under the Plan, so long as subject
to forfeiture (a) shall not be sold, transferred, assigned, pledged, hypothecated, anticipated, alienated, encumbered or charged, whether
voluntarily, involuntarily or by operation of law (collectively, “Transferred”) and (b) shall be forfeited to the Company
in the event a Participant to whom such Restricted Shares are awarded voluntarily ceases to be a director during the period of time,
if any, specified by the Board. Restricted Shares awarded under the Plan will be issued in the name of the Participant and held by the
Company (or the Company’s agent) during such period of time that the Restricted Shares are subject to forfeiture. At the time the
award is made the Participant may be asked to execute one or more blank stock powers and deliver the same to the Company so that any
shares which are forfeited may be cancelled.


 


6. Annual
Limitation on Restricted Share Grants to Eligible Directors.


 


In any calendar
year, no grant to any one Eligible Director may exceed 10,000 Restricted Shares.


 


7. Termination
of Status as an Eligible Director.


 


Except as
may be provided in the Restricted Shares Grant Agreement as permitted under Section 5, if a Participant’s status as an Eligible
Director terminates for any reason (including death, disability (as defined by the Board from time to time, in its sole discretion),
resignation, refusal to stand for reelection or failure to be elected) then unless otherwise determined by the Board, to the extent any
grant of Restricted Shares held by such Participant is not vested (i.e., no longer subject to forfeiture) as of the date of such termination,
such Restricted Shares shall automatically be forfeited on such date.


 


8. Withholding
Tax.


 


The Company,
at its option, shall have the right to require the Participant to pay the Company the amount of any taxes which the Company is required
to withhold with respect to such Restricted Shares or, in lieu of such payment, to retain or sell without notice a number of such Restricted
Shares sufficient to cover the amount required to be so withheld. The Company, at its option, shall have the right to deduct from all
dividends paid with respect to Restricted Shares the amount of any taxes which the Company is required to withhold with respect to such
dividend payments. The obligations of the Company under the Plan shall be conditional on such payment or other arrangements acceptable
to the Company.


 



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9. Securities
Law Restrictions.


 


No right under
the Plan shall be exercisable and no Restricted Shares shall be delivered under the Plan except in compliance with all applicable federal
and state securities laws and regulations. The Company shall not be required to deliver any Restricted Shares or other securities under
the Plan prior to such registration or other qualification of such shares under any state or federal law, rule, or regulation as the
Board shall determine to be necessary or advisable, in its sole discretion.


 


Unless such
shares have been registered under the Securities Act of 1933, as amended (the “1933 Act”), the Restricted Shares Grant Agreement
evidencing the award of Restricted Shares shall contain a representation in form approved by the Board that such Restricted Shares are
not being acquired with a view to resale or distribution and will not be sold or otherwise Transferred by the Participant, except in
compliance with the 1933 Act and the rules and regulations thereunder and any applicable state securities laws. The Board may impose
such other restrictions on the Restricted Shares as it may deem advisable. Share certificates issued in connection with awards of Restricted
Shares under the Plan shall bear such legends and statements as the Board shall deem advisable to assure compliance with federal and
state securities laws and regulations and any other restriction imposed by the Board on such awards.


 


10. Term
of Plan.


 


This Plan
shall continue until terminated by the Board. The Board shall have the unrestricted right to amend, modify, suspend or terminate the
Plan at any time; provided, however, the Board may not modify the terms of any outstanding awards evidenced by executed Restricted Shares
Grant Agreements.


 


11. Shareholders
Rights.


 


Participants
to whom Restricted Shares have been issued under the Plan shall have the rights of shareholders with respect to the Company’s Common
Shares so long as no forfeiture event has occurred, except that the Restricted Shares may not be Transferred during the forfeiture period.


 


12. Change
in Control.


 


		(a)	Accelerated
                                            Vesting.



 


Notwithstanding
any provision of this Plan or any Restricted Shares Grant Agreement to the contrary, if a Change in Control (as defined below) occurs,
then all Restricted Shares theretofore granted and not fully vested shall thereupon become vested (i.e., shall no longer be subject to
forfeiture).


 


		(b)	Definition
                                            of Change in Control.



 


For
purposes of the Plan, a “Change in Control” means the happening of any of the following:


 


(i) When
any “person,” as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “1934 Act”),
and as used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 14(d) of the 1934 Act, but excluding
the Company, any subsidiary of the Company, any employee benefit plan sponsored or maintained by the Company or any subsidiary of the
Company (including any trustee of such plan acting as trustee), any person who is a shareholder of the Company on the effective date
of this Plan (an “Existing Shareholder”), and any affiliate of an Existing Shareholder directly or indirectly becomes the
 “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act) of securities of the Company representing 50% or more of
the combined voting power of the Company’s then outstanding securities;


 


(ii) 
When, during any period of 24 consecutive months during the existence of the Plan, the individuals who, at the beginning of such period,
constitute the Board (the “Incumbent Directors”) cease for any reason other than death or disability to constitute at least
a majority of the Board; provided, however, that a director who was not a director at the beginning of such 24-month period shall be
deemed to have satisfied such 24-month requirement (and be an Incumbent Director) if such director was elected by, or on the recommendation
of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors, either actually (because
they were directors at the beginning of such 24-month period) or by prior operation of this Section 12(b)(ii); or


 


(iii) The
occurrence of a transaction not recommended by the Board requiring shareholder approval for the acquisition of the Company by an entity
other than the Company or a subsidiary of the Company through purchase of assets, by merger, or otherwise.


 


Provided,
however, further that a change in control shall not be deemed to be a Change in Control for purposes of this Plan if the Board had approved
such change prior to either (A) the commencement of any of the events described in Section 12(b)(i), (ii), or (iii) of this Plan,
or (B) the commencement by any person other than the Company of a tender offer for Company Common Shares.


 



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13. 
Acceleration of Rights.


 


The Board
shall have the authority, in its discretion, to accelerate the time of vesting of Restricted Shares whenever it may determine that such
action is appropriate by reason of changes in applicable tax or other laws after the award of the Restricted Shares.


 


14. Interpretation,
Amendment or Termination of Plan.


 


The interpretation
by the Board of any provision of the Plan or of any terms contained in any Restricted Shares Grant Agreement executed in connection with
a grant of Restricted Shares under the Plan shall be final and conclusive upon all Participants under the Plan. The Board, without further
action on the part of the shareholders of the Company, may from time to time alter, amend, or suspend the Plan or may at any time terminate
the Plan; provided that no such action shall adversely affect any Participant’s rights with respect to an outstanding issuance
of Restricted Shares then held by such Participant without such Participant’s consent nor (subject to the provisions of Section
4 dealing with adjustments in the number and kind of Common Shares reserved for issuance under the Plan due to reorganizations and other
corporate actions) shall any such action increase the number of Common Shares that may be issued as Restricted Shares without the approval
of the Company’s shareholders. No member of the Board will incur any liability for any action taken or admitted, or any determination
made, in good faith in connection with the Plan.


 


15. Government
Regulations.


 


Notwithstanding
any provision of the Plan or any Restricted Shares Grant Agreement executed pursuant to the Plan, the Company’s obligations under
the Plan and such agreement shall be subject to all applicable laws, rules, and regulations and to such approvals as may be required
by any governmental or regulatory agencies, including without limitation any stock exchange on which the Company’s Common Shares
may then be listed.


 


16. Governing
Law.


 


The Plan shall
be construed and governed by the laws of the State of Ohio.


 


17. Effective
Date.


 


The Plan shall
become effective on the day it is approved by the Company’s shareholders.


 


The current
Amended Directors’ Restricted Shares Plan, as amended (the “Existing Plan”), which was previously approved by the Company’s
shareholders, shall remain in full force and effect and shall only be superseded by the Plan when, and if, the Company’s shareholders
approve the Plan. For the avoidance of doubt, Restricted Shares granted under the Existing Plan prior to the effective date of the Plan
shall continue under the terms of the written agreements under the Existing Plan and vest in the event of a Potential Change in Control,
as set forth in such written agreements and the Existing Plan.


 


18. Severability
Clause.


 


In case any
one or more of the provisions of this Plan shall be held invalid, illegal, or unenforceable in any respect, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the invalid, illegal, or unenforceable
provision shall be deemed null and void; however, to the extent permissible by law, any provision which could be deemed null and void
shall first be construed, interpreted, or revised retroactively to permit this Plan to be construed so as to foster the intent of this
Plan. This Plan and all transactions pursuant to this Plan are intended to comply in all respects with applicable laws and regulations.


 






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