Exhibit
10.3




STONERIDGE,
INC. LONG-TERM CASH INCENTIVE PLAN




1. Purposes.
The purposes of this Long-Term Cash Incentive Plan (the “Plan”), as established
by Stoneridge, Inc., an Ohio corporation (the “Company”), are (i) to provide
incentive compensation to officers and other key employees of the Company and
its subsidiaries based on the achievement of performance goals designated by the
Compensation Committee of the Board of Directors (“Committee”), (ii) to advance
the interests of the Company and its shareholders by attracting and retaining
highly competent officers and key employees, and (iii) to motivate such persons
to act in the long-term best interests of the Company and its shareholders. It
is the intent of the Company that Long-Term Cash Incentive Awards granted to
Covered Employee for Performance Periods commencing after December 31, 2008,
shall constitute Performance-Based Compensation, if at the time of settlement
the Participant remains a Covered Employee. Accordingly, the Plan shall be
interpreted in a manner consistent with Section 162(m) of the Internal Revenue
Code (the “Code”) and the regulations thereunder. If any provision of the Plan
relating to a Covered Employee or any award agreement evidencing such an award
to a Covered Employee does not comply with, or is inconsistent with, the
provisions of Section 162(m)(4)(C) of the Code or the regulations thereunder
(including Treasury Regulation § 1.162-27(e) or its succession provisions) for
Performance-Based Compensation, such provision shall be construed or deemed
amended to the extent necessary to conform to such requirements.




2. Certain Definitions. For
purposes of the Plan, the following capitalized terms shall have the respective
meanings set forth below. Capitalized terms not defined herein shall have the
respective meanings specified in the Plan.




(a)
“Affiliate” means a direct or indirect subsidiary of the Company.




(b)
“Agreement” means a written agreement between the Company and the recipient of a
Long-Term Cash Incentive Award hereunder setting forth the terms and conditions
of such Long-Term Cash Incentive Award.




(c)
“Beneficiary” means the person appointed by a Participant’s written designation
to receive payment with respect to any Long-Term Cash Incentive Awards held by
such Participant upon the death of the Participant, subject to the following
provisions. A Beneficiary designation shall become effective only when filed in
writing with the Company during the Participant’s lifetime on a form prescribed
by the Company. The spouse of a married Participant domiciled in a community
property jurisdiction shall join in any designation of a Beneficiary other than
such spouse. The filing with the Company of a new Beneficiary designation shall
cancel all previously filed Beneficiary designations. If a Participant fails to
designate a Beneficiary, or if the designated Beneficiary dies before the
Participant, then the Participant’s administrator, legal representative or
similar person shall be deemed to be the Beneficiary of such
Participant.




(d)
“Cause” means a determination by the Company of the Participant’s




(1)
intentional 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, if any;




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









(e)
“Change in Control” means during Participant’s employment with the Company, at
any time:




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




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




(3) any
person or other entity (other than the Company or a subsidiary of the Company or
any the Company 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 the Company representing 35% or more of the voting power of the
Company’s outstanding securities; provided, however, any acquisition of 35% or
more of the voting power of the Company’s outstanding securities resulting,
directly or indirectly, from the sale or sales by members of the family of D.M.
Draime, including, but not limited to, the spouse of D.M. Draime and D.M.
Draime’s lineal descendants and their spouses and trusts for the benefit of any
of the foregoing, with the prior consent of the Company’s Board of Directors
shall not be a Change in Control; or




(4)
during any period of two consecutive calendar years, individuals who at the
beginning of such period constituted the Company’s Board of Directors (together
with any new directors whose (x) election by the Company’s Board of Directors or
(y) nomination for election by the Company’s shareholders was (prior to the date
of the proxy or consent solicitation relating to such nomination) approved by a
vote of at least two-thirds of the directors then still in office who either
were directors at the beginning of such period or whose election or nomination
for election was previously so approved), cease for any reason to constitute a
majority of the directors then in office.




(f)
“Committee” means the Compensation Committee appointed by the Board for the
purpose of administering the Plan. The Committee shall consist of three members
of the Board of Directors each of whom shall qualify, at the time of appointment
and thereafter, as an “outside director” within the meaning of Section 162(m) of
the Code (or a successor provision of similar import), as in effect from time to
time.




(g)
“Covered Employee” means an individual who is determined by the Committee to be
reasonably likely to be a “covered employee” under Section 162(m) of the Code as
of the end of the Company’s taxable year for which an Award to the individual
will be deductible and whose Award would exceed the deductibility limits under
Section 162(m) if such Award is not Performance-Based Compensation.




(h)
“Exchange Act” means the Securities Exchange Act of 1934, as amended, then in
effect, or any successor federal statute of substantially similar
effect.




(i)
“Long-Term Cash Incentive Award” means an award conferring a right, contingent
upon the attainment of specified Performance Measures within a specified
Performance Period, to receive cash, as determined by the Committee or as
evidenced in the Agreement relating to such Long-Term Cash Incentive
Award.




(j)
“Participant” means a person holding an outstanding Long-Term Cash Incentive
Award granted under the Plan.




(k)
“Performance Measures” means the performance measure or measures designated by
the Committee pursuant to the terms of the Plan as a condition to the earning of
a Long-Term Cash Incentive Award granted hereunder.




2




(l)
“Performance Period” means a period of time covering performance over a three
year period as designated by the Committee with respect to which the Performance
Measures applicable to a Long-Term Cash Incentive Award shall be
measured.




(m)
“Permanent Disability” means a sickness or disability extending for more than
three (3) consecutive months as a result of which the Participant is unable to
perform his or her duties for the Company or an affiliate, as applicable, in the
required and customary manner and that will continue for not less than an
additional three (3) months, as determined by the Company in its sole
discretion.




(n)
“Vesting Date” means the date on which the Long-Term Cash Incentive Award
awarded to a Participant, subject to the achievement of Performance Measures
during the Performance Period, shall be earned and vest, as set forth in the
Agreement.




3. Administration.




(a) The
Plan shall be administered by the Committee. The Committee shall have all the
powers vested in it by the terms of the Plan, such powers to include authority
(within the limitations described herein) to select the persons to be granted
Long-Term Cash Incentive Awards under the Plan, to determine the time when
Long-Term Cash Incentive Awards will be granted, to determine whether
performance objectives and other conditions for earning such awards have been
met, to determine whether such awards will be paid at the end of the Performance
Period, and to determine whether such an award or payment of an award should be
reduced or eliminated. The Committee is authorized, subject to the remaining
provisions of the Plan, to establish such rules and regulations as it deems
necessary for the proper administration of the Plan and to make such
determinations and interpretations and to take such action in connection with
the Plan and any Awards granted hereunder as it deems necessary or advisable.
All determinations and interpretations made by the Committee shall be binding
and conclusive on all persons participating in the Plan and their legal
representatives.




(b) The
Committee may not delegate to any individual the authority to make
determinations concerning that individual’s own Long-Term Cash Incentive Awards,
or the Long-Term Cash Awards of any Covered Employee within the meaning of
Section 162(m) of the Code or who, in the Committee’s judgment, is likely to be
a Covered Employee at any time during the applicable Performance Period, or any
executive officer (as defined pursuant to the Exchange Act). Except as provided
in the preceding sentence, as to the selection of and grant of Long-Term Cash
Incentive Awards to Participants who are not Covered Employees or executive
officers of the Company, the Committee may delegate its responsibilities to
members of the Company’s management in a manner consistent with applicable law
and provided that such participant’s compensation is not subject to the
limitations of Section 162(m) of the Code. References herein to the Committee
shall include any delegate described under this paragraph, except where the
context or the regulations under Section 162(m) of the Code otherwise
require.




(c) The
Committee, or any person to whom it has delegated duties as described herein,
may employ one or more persons to render advice with respect to any
responsibility the Committee or such person may have under the Plan (including
such legal or other counsel, consultants, and agents as it may deem desirable
for the administration of the Plan) and may rely upon any opinion or computation
received from any such counsel, consultant, or agent. Expenses incurred in the
engagement of such counsel, consultant, or agent shall be paid by the Company.
No member of the Board of Directors or Committee, and neither the President and
Chief Executive Officer nor any other person to whom the Committee delegates any
of its power and authority hereunder, shall be liable for any act, omission,
interpretation, construction or determination made in connection with this Plan
in good faith, and each such person shall be entitled to indemnification and
reimbursement by the Company in respect of any claim, loss, damage or expense
(including attorneys’ fees) arising therefrom to the full extent permitted by
law (except as otherwise may be provided in the Company’s Articles of
Incorporation and/or Code of Regulations) and under any directors’ and officers’
liability insurance that may be in effect from time to time.




3




Terms
Of Long-Term Cash Incentive Awards





1. Eligibility. The Committee
may grant Long-Term Cash Incentive Awards under the Plan to such of the
Company’s (and the Company’s subsidiaries’) officers and key employees as it
shall select. For purposes of the Plan, references to employment by the Company
shall also mean employment by an affiliate or subsidiary. A grant of a Long-Term
Incentive Cash Award to any person shall not entitle such person to an
additional grant of Long-Term Incentive Cash Awards at any subsequent
time.




2. Terms of Long-Term Cash Incentive
Awards.




(a) In General. Long-Term Cash
Incentive Awards shall be subject to the following terms and conditions and
shall contain such additional terms and conditions, not inconsistent with the
terms of the Plan, as the Committee shall deem advisable.




(b) Amount of Long-Term Cash Incentive
Award and Performance Measures.




(i) The
Agreement shall set forth the amount of the Long-Term Cash Incentive Award and a
description of the Performance Measures and the Performance Period applicable to
such Long-Term Incentive Cash Award, as determined by the Committee in its
discretion.




(ii) Each
Long-Term Cash Incentive Award granted under the Plan shall represent an amount
payable in cash by the Company to the Participant upon achievement of one or
more of a combination of Performance Measures in a Performance Period, subject
to all other terms and conditions of the Plan and to such other terms and
conditions as may be specified by the Committee. The grant of Long-Term Cash
Incentive Awards under the Plan shall be evidenced by an Agreement in a form
approved by the Committee from time to time which shall contain the terms and
conditions, as determined by the Committee, of a Participant’s award; provided,
however, that in the event of any conflict between the provisions of the Plan
and any Agreement, the provisions of the Plan shall prevail. The maximum amount
of a Long-Term Cash Incentive Award granted to any one Participant in respect of
a Performance Period shall not exceed $3.0 million.




(iii) The
Performance Measures for any Performance Period shall be based on the
performance of the Company, one or more of its subsidiaries or affiliates, one
or more of its units or divisions and/or the individual for the Performance
Period. The Committee shall use one or more of the following business criteria
to establish Performance Objectives for Participants: increase in net sales;
pretax income before allocation of corporate overhead and bonus; operating
profit; net working capital; earnings per share; net income; attainment of
division, group or corporate financial goals; return on shareholders’ equity;
return on assets; attainment of strategic and operational initiatives;
attainment of one or more specific and measurable individual strategic goals;
appreciation in or maintenance of the price of the Company’s Common Shares;
increase in market share; gross profits; earnings before interest and taxes;
earnings before interest, taxes, depreciation and amortization; comparisons with
various stock market indices; or reductions in costs. The Performance Objective
for any Participant shall be sufficiently specific that a third party having
knowledge of the relevant facts could determine whether the objective is met;
and the outcome under the Performance Objective shall be substantially uncertain
when the Committee establishes the objective.




(c) Vesting.




(i) General. Except as otherwise
provided in the Agreement and subject to all other requirements of the Plan, any
Long-Term Cash Incentive Award that is earned pursuant to the terms of the
Agreement shall become vested as of the Vesting Date set forth in the Agreement,
provided that the Participant holding such Long-Term Incentive Cash Award
remains continuously employed by the Company through the Vesting
Date.




4




(ii)
Termination by Reason of Death
or Permanent Disability. Except as otherwise provided in the Agreement,
if the Participant’s employment with the Company terminates by reason of death
or Permanent Disability in the case of a Long-Term Cash Incentive Award relating
to a pending Performance Period, the Participant or the Participant’s
Beneficiary, as the case may be, shall be entitled to a pro rated award payment
based on the date of death or Permanent Disability in the Performance Period.
Such payment shall be conditioned on the actual achievement of the Performance
Measures during the Performance Period and shall not occur until the Vesting
Date.




(iii)
Termination by Reason Other
than Voluntary Termination by Participant, Death, Permanent Disability or
Cause. Except as otherwise provided in the Agreement, if the
Participant’s employment with the Company terminates for any reason, other than
voluntary termination by Participant, death, Permanent Disability, Cause or
Retirement, in the case of a Long-Term Incentive Cash Award relating to a
pending Performance Period, the Performance Period shall continue through the
last day thereof and the Participant shall be entitled to a pro rated award
payment. Such pro rated award payment shall be equal to the value of the award
at the end of the Performance Period based on the actual performance during the
Performance Period multiplied by a fraction, the numerator of which shall equal
the number of days such Participant was employed with the Company during the
Performance Period and the denominator of which shall equal the number of days
in the Performance Period.




(iv)
Termination by Reason of
Retirement. Except as otherwise provided in the Agreement, if the
Participant’s employment with the Company terminates due to retirement in the
case of a Long-Term Cash Incentive Award relating to a pending Performance
Period, the Participant shall be entitled to a pro rated award payment based on
the date of Retirement in the Performance Period. Such payment shall be
conditioned on (i) the actual achievement of the Performance Measures during the
Performance Period and shall not occur until the Vesting Date and (ii) the
Participant (a) being 63 or older at the time of retirement, (b) having provided
written notice to the Compensation Committee of the intent to retire at least
one year prior to the retirement date, and (c) having executed prior to
retirement a customary one year non-competition agreement with the
Company.




(v) Termination by Reason of Voluntary
Termination by Participant or Cause. Except as otherwise provided in the
Agreement, if the Participant’s employment with the Company is terminated
voluntarily by Participant or is terminated by the Company for Cause, the
Participant’s Long-Term Cash Incentive Award that are unvested as of the date of
termination, shall not vest or be earned.




(d) Payment. After the end of
each Performance Period, the Committee shall determine the amount payable to
each Participant in settlement of the Participant’s Award for the Performance
Period. The Committee, in its discretion, may reduce the maximum payment
established when the Award was granted, or may determine to make no payment
under the Award. The Committee, in its discretion, may increase the amount
payable under the Award (but not to an amount greater than the limit in Section
5) to a Participant who is not a Covered Employee. The Committee shall certify
in writing, in a manner conforming to applicable regulations under Section
162(m) of the Code, prior to the settlement of each Award granted to a Covered
Employee, that the Performance Objectives and other material terms of the Award
upon which settlement of the Award was conditioned have been satisfied. A
Participant holding a Long-Term Cash Incentive Award which has been earned and
vested shall receive, no later than the March 15th occurring immediately after
the year in which the Vesting Date occurs, a lump sum cash payment from the
Company in an amount equal, as determined by the Committee, to the Long-Term
Cash Incentive Award which was earned and became vested as of such Vesting Date,
subject to the deduction of taxes and other amounts pursuant to Section 3.4 of
the Plan. All payments under this Plan are intended to be exempt from Section
409A of the Code as “short-term deferrals,” within the meaning of Treasury
regulations promulgated under Section 409A of the Code.




5




(e) The
Committee may adjust or modify Long-Term Cash Incentive Awards or terms of such
awards (1) in recognition of unusual or nonrecurring events affecting the
Company or any business unit, or the financial statements or results thereof, or
in response to changes in applicable laws (including tax, disclosure, and other
laws), regulations, accounting principles, or other circumstances deemed
relevant by the Committee, (2) with respect to any Participant whose position or
duties with the Company change during a Performance Period, or (3) with respect
to any person who first becomes a Participant after the first day of the
Performance Year; provided, however, that no adjustment to an Long-Term Cash
Incentive Award granted to a Covered Employee shall be authorized or made if,
and to the extent that, such authorization or the making of such adjustment
would contravene the requirements applicable to Performance-Based Compensation
under Section 162(m) of the Code.




(f) Committee Discretion.
Notwithstanding the attainment of the Performance Measures with respect to a
Long-Term Cash Incentive Award or anything herein to the contrary, in all cases,
the Committee shall have the sole and absolute discretion to reduce the amount
of any payment with respect to any Long-Term Cash Incentive Award that would
otherwise be made to any Participant or to decide that no payment shall be
made.




General




1. Effective Date and Term of
Plan. The Plan shall be effective as of March 8, 2009, and shall continue
until such time as it is terminated by the Board; provided, however, that
Long-Term Cash Incentive Awards to the Company’s officers and key employees
granted for Performance Years commencing after December 31, 2008, shall be
subject to approval of the shareholders of the Company at an annual meeting or
any special meeting of shareholders of the Company before settlement of
Long-Term Cash Incentive Awards granted to the Company’s officers or key
employees for the years ending on or after December 31, 2011, so that
compensation will qualify as Performance-Based Compensation under Section 162(m)
of the Code. In addition, the Board may determine to submit the Plan to
shareholders for reapproval at such time, if any, as may be required in order
that compensation under the Plan shall qualify as Performance-Based
Compensation.




2. Amendments. The Board may
amend or terminate the Plan as it shall deem advisable in the exercise of its
sole and absolute discretion; provided, however that no such amendment may
adversely affect the rights granted to a Participant with respect to an
outstanding Long-Term Cash Incentive Award pursuant to its related Agreement
without the consent of such Participant.




3. Non-Transferability. No
Long-Term Cash Incentive Award or any rights thereunder shall be transferable
other than by will or the laws of descent and distribution or pursuant to any
Beneficiary designation procedures as may approved by the Committee for such
purpose. Except as permitted by the preceding sentence, no Long-Term Cash
Incentive Award hereunder shall be sold, transferred, assigned, pledged,
hypothecated, encumbered or otherwise disposed of (whether by operation of law
or otherwise) or be subject to execution, attachment or similar process. Upon
any attempt by the holder of a Long-Term Cash Incentive Award to so sell,
transfer, assign, pledge, hypothecate, encumber or otherwise dispose of such
Long-Term Cash Incentive Award, such Long-Term Cash Incentive Award and all
rights thereunder shall immediately become null and void.




4. Tax and Other Withholding.
The Company shall have the right to deduct from any amounts paid pursuant to the
Plan (or from other compensation payable by the Company to the Participant) all
federal, state, local and other taxes and any other amounts which may be
required under law or elected by the Participant to be withheld or paid in
connection with the settlement of a Long-Term Cash Incentive Award or any other
payment made hereunder.




5. Change in Control. Except as
otherwise provided in the Agreement, upon the occurrence of a Change in Control
in the case of a Long-Term Cash Incentive Award relating to a pending
Performance Period such award shall immediately vest and no longer be subject to
risk of not being earned and the Company shall immediately pay the award in an
amount equal to the value of the target award set forth in the Agreement. Such
award shall be paid as soon as practicable, and in no event more than seven days
(7) days, after the date of the Change in Control.




6





6. No Right of Participation or
Employment. No person shall have any right to participate in the Plan or
to be granted Long-Term Cash Incentive Awards under the Plan. Neither the Plan
nor any Agreement relating to a Long-Term Cash Incentive Award granted hereunder
shall confer upon any person any right to be employed, reemployed or continue
employment by the Company or any Affiliate of the Company or affect in any
manner the right of the Company or any Affiliate of the Company to terminate the
employment of any person with or without notice at any time for any reason
without liability hereunder. Nothing herein shall confer any right or benefit or
any entitlement to any benefit on any Participant unless and until a benefit is
actually vested pursuant to the Plan. The adoption and maintenance of the Plan
shall not be deemed to constitute a contract of employment or otherwise between
the Company or any of its affiliates and any Participant, or to be a
consideration for or an inducement or condition of any employment. Neither the
provisions of the Plan nor any action taken by the Company or the Board of
Directors or the Committee pursuant to the provisions of the Plan shall be
deemed to create any trust, express or implied, or any fiduciary relationship
between or among the Company, the Board of Directors or Committee, any member of
the Board or Committee, or any employee, former employee or beneficiary
thereof.




7. Unfunded Arrangement. The
Plan shall at all times be entirely unfunded and no provision shall at any time
be made with respect to segregating assets of the Company for payment of any
benefit hereunder. No holder of a Long-Term Cash Incentive Award shall have any
interest in any particular assets of the Company or any of its affiliates by
reason of the right to receive a benefit under the Plan and any such holder
shall have only the rights of an unsecured creditor of the Company with respect
to any rights under the Plan.




8. Governing Law. This Plan,
each Long-Term Cash Incentive Award granted hereunder and its related Agreement,
and all determinations made and actions taken pursuant thereto, to the extent
not otherwise governed by the laws of the United States, shall be governed by
the laws of the State of Ohio and construed in accordance therewith without
giving effect to principles of conflicts of laws.




7