Exhibit
10.1


STONERIDGE,
INC.


LONG-TERM
INCENTIVE PLAN


RESTRICTED
SHARES GRANT AGREEMENT




Stoneridge,
Inc., an Ohio corporation (the “Company”), pursuant to the terms and conditions
hereof, hereby grants to ____________ (“Grantee”) _____ Common Shares, without
par value, of the Company (the “Restricted Shares”).




1.           The
Restricted Shares 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
Restricted Shares may not be sold, transferred, pledged, assigned or otherwise
encumbered, whether voluntarily, involuntarily or by operation of law, and will
be forfeited to the Company if the Grantee voluntarily terminates his or her
employment with the Company, except in the case of retirement as provided below,
prior to March 8, 2012.  The certificate or certificates, which may be
in uncertificated form (electronic or book entry) at the Company’s discretion,
representing the Restricted Shares may bear a legend evidencing the restrictions
contained herein, as applicable.  Provided that Grantee does not
voluntarily terminate employment prior to March 8, 2012, the Restricted Shares
shall vest and be no longer subject to a substantial risk of forfeiture on March
8, 2012.  Nevertheless, in the case of voluntary termination of
employment in the event of retirement the Restricted Share shall vest and be no
longer subject to risk of forfeiture on March 8, 2012 in proportion to the
number of months including any partial month, elapsed in the Vesting Period
divided by 36 for a  Grantee who (i) is 63 or older at the time of
retirement, (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 retirement date, and (iii) has executed prior to retirement a
customary one year non-competition agreement.  The “Vesting Period” is
March 8, 2009 until March 8, 2012.




3.           The
Restricted Shares will be issued in the name of the Grantee.  The
Company’s transfer agent or share ownership and transfer records will show the
Grantee as the owner of record of the Restricted Shares.  Except as
otherwise provided in this Agreement, the Grantee will have all the rights of a
shareholder of the Company, including the right to vote and receive dividends,
if any.




4.           The
Company or the Company’s agent will hold (either physical or uncertificated
form) the Restricted Shares for the period of time that the Restricted Shares
are subject to forfeiture (until vested) and the certificate or certificates
representing the Restricted Shares will be delivered to the Grantee after the
Restricted Shares are no longer subject to substantial risk of
forfeiture.  Such delivery may take the form of an electronic transfer
of the vested Restricted Shares to the Grantee’s brokerage or other financial
account.  The Grantee shall execute and deliver to the Company a blank
stock powers so that the Restricted Shares that may be forfeited can be
canceled.




5.           In
addition to the vesting described in Section 2, the Restricted Shares shall vest
as follows.  The Restricted Shares awarded to the Grantee hereunder
shall no longer be subject to a substantial risk of forfeiture and shall vest in
the Grantee and a certificate or certificates (as applicable) representing the
Restricted Shares shall be delivered to the Grantee or the Grantee’s estate, as
the case may be, in the event of:




(a)
            the
      Grantee’s death or disability (as determined by the Committee in
      accordance with the Plan), but only to the extent such Restricted Shares
      would have become vested within one (1) year from the time of death or
      disability, as the case may be, had the Grantee continued to fulfill all
      of the conditions of this Agreement during such
  period;




(b)
            a
      Change in Control of the Company (as defined in the Plan);
    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 Vesting Period divided by
      36.




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:









The
Grantee’s:




6.
            fraud;




7.
            misappropriation
      of funds from the Company;




8.
            commission
      of a felony or of an act or series of acts which result in material injury
      to the business reputation of the
Company;




9.
            commission
      of a crime or act or series of acts involving moral
    turpitude;




10.
            commission
      of an act or series of repeated acts of dishonesty that are materially
      inimical to the best interests of the
Company;




11.
            willful
      and repeated failure to perform his or her duties, which failure has not
      been cured within fifteen (15) days after the Company gives notice thereof
      to the Grantee;




12.
            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




13.
            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 5(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 or her
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 or her 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
      Company’s senior level employees as a group), or materially reduces his or
      her group health, life, disability or other insurance programs, his or her
      pension, retirement or profit-sharing benefits or any benefits provided by
      the Company, or excludes him or her from any plan, program or arrangement,
      including but not limited to bonus or incentive
  plans.




6.           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 Restricted Shares subject to this Agreement as it considers
appropriate for the protection of the Company and of the Grantee.




7.           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
Restricted Shares 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 Restricted Shares that have vested.  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.




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8.           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.




9.           The
laws of the State of Ohio govern this Agreement, the Plan and the Restricted
Shares granted hereunder.




IN
WITNESS WHEREOF, the Company has caused its corporate name to be subscribed by
its duly authorized officer as of the 8th day of
March, 2009.




STONERIDGE,
      INC.ByJohn
      Corey





The
foregoing is hereby accepted.





(Signature)




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