EXHIBIT
10.1

    


    Dated as
of October 7, 2010

    


    Cecile M.
Draime

    Jeffrey
P. Draime

    Scott N.
Draime

    Rebecca
N. Gang

    


    
      	
              Re:

            	
              Stoneridge, Inc. –
      Secondary Offering of Common
Shares

            


    

    


    Ladies
and Gentlemen:

    


    This
letter is to clarify and confirm our understanding with regard to your
obligation to pay directly, or reimburse, Stoneridge, Inc. (the “Company”) for
fees and expense incurred by the Company in connection with the contemplated
secondary offering of Common Shares of the Company (the “Offering”) held by
you.

    


    You
agree, jointly and severally, to pay for (or reimburse the Company for the
payment of) all fees and expenses incurred by the Company in connection with the
Offering, including, but not limited to, (i) underwriting discounts and
commissions, (ii) all fees and expenses incident to the Company’s performance
under or compliance with any applicable underwriting or purchase agreement,
(iii) all registration and filing fees (including all Securities and Exchange
Commission registration fees and FINRA filing fees), (iv) fees and expenses of
complying with securities and blue sky laws, (v) printing expenses, (vi) costs
of distributing any prospectuses in preliminary and final form as well as
supplements thereto, and (vii) fees and expenses of the Company’s counsel,
accountants and other persons reasonably retained by the Company.  In
addition, you will pay all fees and expenses of your legal
counsel(s).

    


    Notwithstanding
the foregoing, the Company agrees that you will not pay, and the Company will
not seek payment or reimbursement from you for fees and expenses (including fees
and expenses of Company counsel, accountants and other persons retained by the
Company) relating to work previously done or materials previously prepared
and/or used other than in connection with the Offering (whether such work or
materials was done, prepared or used in connection with the Company’s recent
refinancing transactions or otherwise) which work or materials are also used in
connection with the Offering.

    


    Delivery
of an executed counterpart of a signature page of this letter by facsimile
transmission or electronic mail (including .pdf) shall be effective as delivery
of a manually executed counterpart.

    


    [Signature pages
follows.]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Please
acknowledge your concurrence with the foregoing by countersigning this letter in
the space provided below and returning a signed copy to the
undersigned.

    


    
      
        
          	
                  Very
      truly yours,

                
	 
      
	
                  STONERIDGE,
      INC.

                
	 
      	 
      	 
      
	
                  By: 

                	
                  /s/ John C. Corey

                
	 
      	
                  Name:

                	
                  John
      C. Corey

                
	 
      	
                  Title:

                	
                  President
      and Chief Executive

                  Officer

                


        

      

    

    


    Acknowledged
and confirmed:

    


    
      
        	
                /s/ Cecile M. Draime

              	 
      	
                /s/ Jeffrey P. Draime

              
	
                Cecile
      M. Draime, Trustee under the

              	 
      	
                Jeffrey
      P. Draime, Trustee under the

              
	
                David
      M. Draime Irrevocable Trust Under

              	 
      	
                Jeffrey
      P. Draime Living Trust dated

              
	
                Agreement
      dated June 4, 2003

              	 
      	
                December
      28, 1990, as amended

              
	 
      	 
      	 
      
	
                /s/ Jeffrey P. Draime

              	 
      	
                /s/ Jeffrey P. Draime

              
	
                Jeffrey
      P. Draime, Successor Trustee under the

              	 
      	
                Jeffrey
      P. Draime, Trustee under the Scott N.

              
	
                D.
      Max Draime Dynasty Trust Under Agreement

              	 
      	
                Draime
      Dynasty Trust Under Agreement

              
	
                dated
      April 10, 1995 for the benefit of

              	 
      	
                dated
      December 23, 1996 for the benefit of

              
	
                Scott
      N. Draime

              	 
      	
                Elizabeth
      Draime

              
	 
      	 
      	 
      
	
                /s/ Jeffrey P. Draime

              	 
      	
                /s/ Jeffrey P. Draime

              
	
                Jeffrey
      P. Draime, Trustee under the Scott N.

              	 
      	
                Jeffrey
      P. Draime, Trustee under the Scott N.

              
	
                Draime
      Dynasty Trust Under Agreement

              	 
      	
                Draime
      Dynasty Trust Under Agreement

              
	
                dated
      December 23, 1996 for the benefit of

              	 
      	
                dated
      December 23, 1996 for the benefit of

              
	
                Stephanie
      Draime

              	 
      	
                Jennifer
      Draime

              
	 
      	 
      	 
      
	
                /s/ Jeffrey P. Draime

              	 
      	
                /s/ Jeffrey P. Draime

              
	
                Jeffrey
      P. Draime, Trustee under the Scott N.

              	 
      	
                Jeffrey
      P. Draime, Successor Trustee under

              
	
                Draime
      Dynasty Trust Under Agreement

              	 
      	
                the
      Rebecca M. Gang Dynasty Trust Under

              
	
                dated
      December 23, 1996 for the benefit of

              	 
      	
                Agreement
      dated March 28, 1997 for the

              
	
                Alexandra
      Draime

              	 
      	
                benefit
      of Hannah Marie Gang

              


      

    

    


    Side
Letter Relating to Expenses in the

    Secondary
Offering of Stoneridge, Inc. Common Shares

    
      
         


      

      
        - 2 -


        
          

        

      

      
         


      

    

    


    
      
        	
                /s/ Jeffrey P. Draime

              	 
      	
                /s/ Rebecca M. Gang

              
	
                Jeffrey
      P. Draime, Successor Trustee under

              	 
      	
                Rebecca
      M. Gang

              
	
                the
      Rebecca M. Gang Dynasty Trust Under

              	 
      	 
      
	
                Agreement
      dated March 28, 1997 for the

              	 
      	 
      
	
                benefit
      of Sarah Irene Gang

              	 
      	 
      
	 
      	 
      	 
      
	
                /s/ Scott N. Draime

              	 
      	
                /s/ Scott N. Draime

              
	
                Scott
      N. Draime, Successor Trustee under

              	 
      	
                Scott
      N. Draime, Successor Trustee under

              
	
                the
      D. Max Draime Dynasty Trust Under

              	 
      	
                the
      D. Max Draime Dynasty Trust Under

              
	
                Agreement
      dated April 10, 1995 for the

              	 
      	
                Agreement
      dated April 10, 1995 for the

              
	
                benefit
      of Jeffrey P. Draime

              	 
      	
                benefit
      of Rebecca M. Gang

              
	 
      	 
      	 
      
	
                /s/ Scott N. Draime

              	 
      	
                /s/ Scott N. Draime

              
	
                Scott
      N. Draime, Trustee under the

              	 
      	
                Scott
      N. Draime, Trustee under the

              
	
                Jeffrey
      P. Draime Dynasty Trust Under

              	 
      	
                Jeffrey
      P. Draime Dynasty Trust Under

              
	
                Agreement
      dated December 23, 1996

              	 
      	
                Agreement
      dated December 23, 1996

              
	
                for
      the benefit of David Alexander Draime

              	 
      	
                for
      the benefit of Lilia Christine Draime

              
	 
      	 
      	 
      
	
                /s/ Scott N. Draime

              	 
      	
                /s/ Scott N. Draime

              
	
                Scott
      N. Draime, Trustee under the

              	 
      	
                Scott
      N. Draime, Trustee under the

              
	
                Jeffrey
      P. Draime Dynasty Trust Under

              	 
      	
                Jeffrey
      P. Draime Dynasty Trust Under

              
	
                Agreement
      dated December 23, 1996

              	 
      	
                Agreement
      dated December 23, 1996

              
	
                for
      the benefit of Mary Cecile Draime

              	 
      	
                for
      the benefit of Joseph Richard
Draime

              


      

    

    


    Side
Letter Relating to Expenses in the

    Secondary
Offering of Stoneridge, Inc. Common Shares

    
      
         


      

      
        - 3 -