Exhibit
10.2





STONERIDGE,
INC.


LONG-TERM
CASH INCENTIVE PLAN


2010
PHANTOM SHARE GRANT AGREEMENT




Stoneridge,
Inc., an Ohio corporation (the “Company”), pursuant to the terms and conditions
hereof, hereby grants to ______________(“Grantee”) the right to receive an
amount of cash equal to the value of XXXX Common Shares, without par value, of
the Company (the “Phantom Shares”).  The grant of Phantom Shares (the
“Award”), as embodied by this Agreement (the “Agreement”), is described
below.




1.           The
Phantom Shares are in all respects subject to the terms, conditions and
provisions of this Agreement and the Company’s Long-Term Cash Incentive Plan
(the “Plan”).




2.           The
Phantom Shares shall be phantom (notional) Common Shares of the
Company.  Subject to the satisfaction of the applicable performance
criteria, a Phantom Share shall entitle Grantee to the right to an amount of
cash equal to (i) the Fair Market Value of a Common Share as of the Vesting Date
(as set forth in Section 3 below), plus (ii) any Dividend Equivalent Rights
(“DERs”) relating to the Phantom Shares.  Such amount in satisfaction
of the vested Phantom Shares and related DERs shall be paid to Grantee in cash,
less withholding obligations, as promptly as practical on or after February 14,
2013, but no in event later than February 28, 2013.




For
purposes of this Agreement, DERs shall mean a contingent right, automatically
granted in tandem with a Phantom Share, to the right to an amount in cash equal
to the cash distributions made by the Company with respect to Common Shares
during the period from February 14, 2010, through February 14, 2013, and subject
to the same vesting conditions as the related Phantom Shares.  The
Company shall track DERs by providing to Grantee a credit under a bookkeeping
account (without interest) equal to cash distributions made by the Company with
respect to Common Shares at the respective time(s) such distributions are made
to holders of Common Shares.




For
purpose of this Agreement, “Fair Market Value” of a Common Share shall mean as
of a given date (in order of applicability): (i) the closing price of a Common
Share on the principal exchange on which the Common Shares are then trading, if
any, on the day immediately prior to such date, or if Common Shares were not
traded on the day previous to such date, then on the next preceding trading day
during which a sale occurred; or (ii) if Common Shares are not traded on an
exchange but are quoted on NASDAQ or a successor quotation system, (A) the last
sale price (if Common Shares are then listed as a National Market Issue under
the NASD National Market System) or (B) if Common Shares are not then so listed,
the mean between the closing representative bid and asked prices for Common
Shares on the day previous to such date as reported by NASDAQ or such successor
quotation system; or (iii) if Common Shares are not publicly traded on an
exchange and not quoted on NASDAQ or a successor quotation system, the mean
between the closing bid and asked prices for Common Shares, on the day previous
to such date, as determined in good faith by the Compensation Committee of the
Board of Directors (the “Committee”); or (iv) if Common Shares are not publicly
traded, the fair market value established by the Committee acting in good
faith.




3.           The
Phantom Shares may not be sold, transferred, pledged, assigned or otherwise
encumbered, whether voluntarily, involuntarily or by operation of law, and,
except in the case of (i) retirement, (ii) death, (iii) Permanent Disability (as
defined in the Plan), (iv) Change in Control (as defined in the Plan) or (v)
termination without cause, each as provided below, will be forfeited to the
Company on February 14, 2013 if (a) the Grantee is not employed with the Company
on the Vesting Date (defined below), or (ii) the applicable performance criteria
has not been satisfied.




Special Provisions
Applicable to Retirement.




Subject
to the conditions in the next paragraph, in the case of retirement, the Phantom
Shares shall not be forfeited as a result of the retirement but shall be vested
upon satisfaction of the performance criteria applicable to the Award, and shall
be settled in cash as promptly as practical after February 14, 2013, but in no
event later than February 28, 2013.









Only a
Grantee who (i) is 63 or older at the time of retirement, (ii) has provided
written notice to 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, shall be permitted to vest Phantom Shares
upon retirement.




If the
Grantee is employed by the Company on the Vesting Date the Phantom Shares shall
vest and will no longer be subject to a substantial risk of forfeiture in the
amounts set forth below:




Award
                EPS
      Performance and Time-Based
Vesting
 
 Vesting Date
                    
                    Maximum Number of Phantom Shares that May
      VestFebruary
      14, 2013
                    
                    XXXX  (1/3
      for each of 2010, 2011 and
2012)




2010




Maximum Number of 2010
Phantom Shares that May Vest:




If
Earnings Per Share (“EPS”) for the 2010 calendar year equals or exceeds $(0.125)
(the “2010 Maximum Threshold”), then YYY Phantom Shares shall vest
conditionally, contingent upon Grantee’s continued employment with the Company
through the Vesting Date.




If EPS
for the 2010 calendar year exceeds $(0.25) (the “2010 Target Threshold”) but is
less than $(0.125), then the number of Phantom Shares that shall vest shall be
ZZZ Phantom Shares plus the result of the following calculation: AAA times (the
Company’s aggregate EPS for 2010 less $(0.25)) divided by .125.  Such
vesting shall be conditional, contingent upon Grantee’s continued employment
with the Company through the Vesting Date.  The remaining 2010 Phantom
Shares shall be forfeited on February 14, 2013, unless otherwise vested under
Section 5.




If EPS
for the 2010 calendar year equals the 2010 Target Threshold, then the number of
Phantom Shares that shall vest shall be ZZZ Phantom Shares.  Such
vesting shall be conditional, contingent upon Grantee’s continued employment
with the Company through the Vesting Date.  The remaining 2010 Phantom
Shares shall be forfeited on February 14, 2013, unless otherwise vested under
Section 5.




If EPS
for the 2010 calendar year exceeds $(0.375) (the “2010 Minimum Threshold”) but
is less than $(0.25), then the number of Phantom Shares that shall vest shall be
AAA Phantom Shares plus the result of the following calculation: AAA times (the
Company’s aggregate EPS for 2010 less $(0.375)) divided by .125.  Such
vesting shall be conditional, contingent upon Grantee’s continued employment
with the Company through the Vesting Date.  The remaining 2010 Phantom
Shares shall be forfeited on February 14, 2013, unless otherwise vested under
Section 5.




If EPS
for the 2010 calendar year equals the 2010 Minimum Threshold, then the number of
Phantom Shares that shall vest shall be AAA Phantom Shares.  Such
vesting shall be conditional, contingent upon Grantee’s continued employment
with the Company through the Vesting Date.  The remaining 2010 Phantom
Shares shall be forfeited on February 14, 2013, unless otherwise vested under
Section 5.




If EPS
for the 2010 calendar year is less than the 2010 Minimum Threshold,
then  YYY Phantom Shares shall be forfeited on February 14, 2013,
unless otherwise vested under Section 5.




2




NOTE:
            The
      following sections applicable to 2011 and 2012 performancevesting are
      subject to the 2011 and 2012 Addenda to
  thisAgreement.




2011




Maximum Number of 2011
Phantom Shares that May Vest:




If EPS
for the 2011 calendar year equals or exceeds the 2011 Maximum Threshold (as set
forth in the 2011 Addendum to this Agreement), then all YYY Phantom Shares shall
vest conditionally, contingent upon Grantee’s continued employment with the
Company through the Vesting Date.




If EPS
for the 2011 calendar year exceeds the 2011 Target Threshold (as set forth in
the 2011 Addendum to this Agreement), but is less than the 2011 Maximum
Threshold, then the number of Phantom Shares that shall vest shall be ZZZ
Phantom Shares plus the result of the following calculation: AAA times (the
difference between the Company’s aggregate EPS for 2011 and the 2011 Target
Threshold) divided by (the difference between the 2011 Maximum Threshold and the
2011 Target Threshold).  Such vesting shall be conditional, contingent
upon Grantee’s continued employment with the Company through the Vesting
Date.  The remaining 2011 Phantom Shares shall be forfeited on
February 14, 2013, unless otherwise vested under Section 5.




If EPS
for the 2011 calendar year equals the 2011 Target Threshold (as set forth in the
2011 Addendum to this Agreement), then the number of Phantom Shares that shall
vest shall be ZZZ Phantom Shares.  Such vesting shall be conditional,
contingent upon Grantee’s continued employment with the Company through the
Vesting Date.  The remaining 2011 Phantom Shares that shall be
forfeited on February 14, 2013, unless otherwise vested under Section
5.




If EPS
for the 2011 calendar year exceeds the 2011 Minimum Threshold (as set forth in
the 2011 Addendum to this Agreement), but is less than the 2011 Target
Threshold, then the number of Phantom Shares that shall vest shall be AAA
Phantom Shares plus the result of the following calculation: AAA times (the
difference between the Company’s aggregate EPS for 2011 and the 2011 Minimum
Threshold) divided by (the difference between the 2011 Target Threshold and the
2011 Minimum Threshold).  Such vesting shall be conditional,
contingent upon Grantee’s continued employment with the Company through the
Vesting Date.  The remaining 2011 Phantom Shares shall be forfeited on
February 14, 2013, unless otherwise vested under Section 5.




If EPS
for the 2011 calendar year equals the 2011 Minimum Threshold, then the number of
Phantom Shares that shall vest shall be AAA Phantom Shares.  Such
vesting shall be conditional, contingent upon Grantee’s continued employment
with the Company through the Vesting Date.  The remaining 2011 Phantom
Shares shall be forfeited on February 14, 2013, unless otherwise vested under
Section 5.




If EPS
for the 2011 calendar year is less than the 2011 Minimum Threshold,
then  YYY Phantom Shares shall be forfeited on February 14, 2013,
unless otherwise vested under Section 5.




2012




Maximum Number of 2012
Phantom Shares that May Vest:




If EPS
for the 2012 calendar year equals or exceeds the 2012 Maximum Threshold (as set
forth in the 2012 Addendum to this Agreement), then all YYY Phantom Shares shall
vest.




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If EPS
for the 2012 calendar year exceeds the 2012 Target Threshold (as set forth in
the 2012 Addendum to this Agreement), but is less than the 2012 Maximum
Threshold, then the number of Phantom Shares that shall vest shall be ZZZ
Phantom Shares plus the result of the following calculation: AAA times (the
difference between the Company’s aggregate EPS for 2012 and the 2012 Target
Threshold) divided by (the difference between the 2012 Maximum Threshold and the
2012 Target Threshold).  Such vesting shall be conditional, contingent
upon Grantee’s continued employment with the Company through the Vesting
Date.  The remaining 2012 Phantom Shares shall be forfeited on
February 14, 2013, unless otherwise vested under Section 5.




If EPS
for the 2012 calendar year equals the 2012 Target Threshold, then the number of
Phantom Shares that shall vest shall be ZZZ Phantom Shares.  Such
vesting shall be conditional, contingent upon Grantee’s continued employment
with the Company through the Vesting Date.  The remaining 2012 Phantom
Shares shall be forfeited on February 14, 2013, unless otherwise vested under
Section 5.




If EPS
for the 2012 calendar year exceeds the 2012 Minimum Threshold (as set forth in
the 2012 Addendum to this Agreement), but is less than the 2012 Target
Threshold, then the number of Phantom Shares that shall vest shall be AAA
Phantom Shares plus the result of the following calculation: AAA times (the
difference between the Company’s aggregate EPS for 2012 and the 2012 Minimum
Threshold) divided by (the difference between the 2012 Target Threshold and the
2012 Minimum Threshold).  Such vesting shall be conditional,
contingent upon Grantee’s continued employment with the Company through the
Vesting Date.  The remaining 2012 Phantom Shares shall be forfeited on
February 14, 2013, unless otherwise vested under Section 5.




If EPS
for the 2012 calendar year equals the 2012 Minimum Threshold, then the number of
Phantom Shares that shall vest shall be AAA Phantom Shares.  Such
vesting shall be conditional, contingent upon Grantee’s continued employment
with the Company through the Vesting Date.  The remaining 2012 Phantom
Shares shall be forfeited on February 14, 2013, unless otherwise vested under
Section 5.




If EPS
for the 2012 calendar year is less than the 2012 Minimum Threshold,
then  YYY Phantom Shares shall be forfeited on February 14, 2013,
unless otherwise vested under Section 5.




Earnings
Per Share (“EPS”) under this Agreement shall be the aggregate fully diluted
earnings per Common Share of the Company calculated in accordance with generally
accepted accounting principals, excluding any adjustments for goodwill
impairments and the tax effect thereof.




The 2011
and 2012 Addenda to this Agreement shall be appended to this Agreement and
incorporated herein by reference, effective upon their respective adoption by
the Committee.




5.           Notwithstanding
the foregoing, in addition to the vesting of the Phantom Shares set forth above,
the Phantom Shares shall no longer be subject to a substantial risk of
forfeiture and shall vest upon the occurrence of an event described
below.




(i)           The
Phantom Shares shall vest and not be forfeited in the event of:




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




(b)           a
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 vesting period divided by 36.




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Subject to the pro rata provisions for
death, Permanent Disability and termination without cause set forth above, in
the event of the Grantee’s death, Permanent Disability or termination without
cause the Phantom Shares granted under the Award shall vest in amounts in
accordance with the Company’s actual EPS for each of 2010, 2011, and 2012 as
determined under the EPS performance conditions of Section 3.  Cash
payment in satisfaction of the vested Phantom Shares shall be paid to the
Grantee or the Grantee’s estate on February 14, 2013 or as promptly as practical
thereafter, but no in event later than February 28, 2013.  In the
event of a Change in Control of the Company, the Phantom Shares shall vest in
amounts which assume the Company’s EPS satisfied the respective 2010, 2011 and
2012 Target Thresholds.  Cash payment in satisfaction of the vested
Phantom Shares shall be delivered to the Grantee as promptly as practical after
the Change in Control but in no event later than 30 days following the Change in
Control; provided, however, if the Grantee is eligible to retire from the
Company and not forfeit  his or her Phantom Shares under Section 3
under the heading “Special Provisions Applicable to Retirement,” then the cash
payment in the event of a Change in Control will be made on February 14, 2013,
or as promptly as practical thereafter but in no event later than February 28,
2013.




(ii)           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
5(ii)(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.




(iii)           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;




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(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.




6.           Upon
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 Phantom 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
Phantom 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.  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.




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 Phantom Shares
granted hereby.




10.         This
Agreement shall be binding upon Grantee, Grantee’s legal representatives, heirs,
delegates and distributes, and upon the Company, its successors and
assigns.




11.         Nothing
in this Agreement shall affect the right of the Company (or any subsidiary
thereof) to terminate the employment of the Grantee at any time for any, or no,
reason, or confer upon Grantee the right to continued employment with the
Company (or any subsidiary thereof).




IN
WITNESS WHEREOF, the Company has caused its corporate name to be subscribed by
its duly authorized officer as of the 14th day of February 2010.




STONERIDGE,
      INC.ByJohn
      Corey





The
foregoing is hereby accepted.





(Signature)




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