Exhibit
10.2


STONERIDGE,
INC.


LONG-TERM
CASH INCENTIVE PLAN


GRANT
AGREEMENT




Stoneridge,
Inc., an Ohio corporation (the “Company”), pursuant to the terms and conditions
hereof, hereby grants to _________ (“Grantee”) the right to receive up to
$________, depending on the Company’s achievement of aggregate earnings per
share performance targets over the fiscal years 2009, 2010 and 2011 (the
“Long-Term Cash Incentive” or “LTCI”).




1.           The
LTCI is 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
LTCI may not be sold, transferred, pledged, assigned or otherwise encumbered,
whether voluntarily, involuntarily or by operation of law, and will not be
earned 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.




Depending
on the Company’s actual earnings per share performance for fiscal years 2009,
2010 and 2011 (the “Performance Period”), as provided below, and provided that
Grantee does not voluntarily terminate employment prior to March 8, 2012, the
LTCI shall vest and be earned by the Grantee on March 8, 2012, and shall be paid
as soon as practical but no later than as provided in the Plan.




Nevertheless,
in the case of voluntary termination of employment in the event of retirement
the LTCI shall, depending on the Company’s actual performance in the Performance
Period, as provided below, vest and be earned by the Grantee on March 8, 2012 in
proportion to the number of fiscal months, including any partial month, elapsed
in the Performance 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.




Subject
to the terms and conditions of the Plan and this Agreement, the LTCI shall be
earned by the Grantee and vest on March 8, 2012 in the amounts determined
below:




Performance
Vesting




Depending
on the achievement of the Company’s aggregate fully diluted earnings per share
(“EPS”) targets during the Performance Period (in each case the Company’s EPS
shall be calculated in accordance with generally accepted accounting principals,
excluding any adjustments for goodwill impairments and the tax effect
thereof):




Threshold
                                              
                                              
                                              Target
                                              
                                              
                                              MaximumFully
      diluted EPS
                                              
                                              $
                                              0.43
                                              
                                              
                                              $
                                              0.86
                                              
                                              
                                              $
                                              1.29Cash
      Incentive
                                              
                                              $
                                              
                                              
                                              
                                              $
                                              
                                              
                                              
                                              $





·
            If
      the Company’s EPS for the Performance Period is equal to $0.86, then the
      Target amount shall be earned and
vest.





·
            If
      the Company’s EPS for the Performance Period is less than $0.43, then no
      amount shall be earned.





·
            If
      the Company’s EPS for the Performance Period is equal to or greater than
      $1.29, then the Maximum amount shall be earned and
  vest.





·
            If
      the Company’s EPS for the Performance Period is equal to or greater than
      $0.43 but less than $0.86, then the amount of LTCI that shall be earned
      and vest shall be Threshold, plus the result of the following
      calculation:  Threshold times (the Company’s EPS for the
      Performance Period less 0.43) divided by
0.43.









·
            If
      the Company’s EPS for the Performance Period is greater than $0.86 but
      less than $1.29, then the amount of LTCI that shall be earned and vest
      shall be Target, plus the result of the following
      calculation:  Threshold times (the Company’s EPS for the
      Performance Period less .86) divided by
0.43.





In
addition to the vesting described above, the LTCI shall be earned and shall vest
as follows:





The LTCI
awarded to the Grantee hereunder shall be earned and shall vest in the Grantee
on March 8, 2012, in accordance with the Company’s actual EPS performance over
the Performance Period determined under the metrics set forth above, and also
subject to the following, and the LTCI shall be paid to the Grantee, or the
Grantee’s estate, notwithstanding the occurrence of any of the following events
during the Performance Period:




(d)           the
Grantee’s death or Permanent Disability (as defined in the Plan) in proportion
to the number of months, including any partial month, elapsed in the Performance
Period divided by 36;




(e)           a
Change in Control of the Company (as defined in the Plan); or




(f)           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 Performance 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:




(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 or her 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 2(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.




2




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:




(g)
            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;




(h)
            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




(i)
            the
      Company reduces the Grantee’s annual base compensation (unless such
      decrease is proportionate with a decrease in the base compensation of the
      senior executives of the Company 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.




3.           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.




4.           The
laws of the State of Ohio govern this Agreement, the Plan and the LTCI 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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