Exhibit 10.17



 






EXHIBIT 10.17




STONERIDGE, INC.

DIRECTORS’ SHARE OPTION PLAN

SHARE OPTION AGREEMENT



     Stoneridge, Inc. (the “Company”), for $1.00 and other valuable consideration, the receipt of
which is hereby acknowledged, pursuant to and in accordance with the Directors’ Share Option Plan
(the “Plan”), hereby grants to XXX (the “Director”) the right to purchase (the “Option”), at the
option of the Director, an aggregate of XXX Common Shares, without par value, of the Company (the
“Shares”), at $XX.XX per share, upon the following terms and conditions:



     1. Exercise Date. The Option granted herein vests and is exercisable on and after
XXX.



     2. Manner of Exercise. The Option granted herein, when vested, subject to the
limitations and conditions set forth in this Agreement, may be exercised in blocks of 50 or more
Shares on and after XXX, and prior to a date ten years from the date hereof, but not thereafter, by
(i) the giving by the Director to the Company, at its corporate offices in Warren, Ohio, of a
written notice of such election, and specifying the number of Shares then being purchased and (ii)
the payment by the Director to the Company of the purchase price of the Shares so specified. Upon
receipt of such notice, payment and any required representation, the Company will promptly cause
certificates for such number of Shares so purchased to be issued and delivered to the Director; but
no Shares will be issued and delivered upon any exercise of this Option unless and until, in the
opinion of counsel for the Company, any and all applicable federal and state securities laws
pertaining to the issuance and delivery of such Shares have been complied with in full. In
addition, as a condition to the exercise of the Option and the obligation of the Company to issue
Shares upon the exercise thereof, the proposed recipient of the Shares shall make any
representation or warranty necessary to comply with any applicable law or regulation or to confirm
any factual matter reasonably requested by the Company or its counsel.



     If the Director’s status as an “Eligible Director” (as defined in the Plan) terminates for any
reason other than death or disability, then (i) to the extent the Option held by the Director is
not vested as of the date of termination it shall automatically terminate on such date; and (ii)
unless otherwise determined by the Board of Directors at or after the date hereof or the
termination date, to the extent this Option has vested as of the date of such termination, such
Option may only be exercised for a period of 90 days from the date of termination or XXX, whichever
is sooner.



     3. Payment of Purchase Price. Payment of the purchase price may be made in cash or in
Shares of the Company valued at the closing sales price per Share (or if there are no sales, then
the average of the closing bid and asked price per Share) on the New York Stock Exchange on the
last trading day preceding the date on which the Option is exercised.



     4. Death and Disability. Upon the death or permanent and total disability of the
Director, the Option must be exercised, if at all, within the period ending on the first
anniversary of that death or permanent and total disability. In the case of death, the Option may
be exercised only by the Director’s estate or the person designated by the Director by will, or as
otherwise designated by the laws of descent and distribution. Notwithstanding the foregoing, in no
event may the Option be exercisable after XXX, and it may be exercised after the Director’s death
only with respect to Shares which were Vested Shares at the time of the Director’s death. For
purposes hereof, “permanent and total disability” means a permanent and total disability as defined
in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”).



     5. Transferability. The Option and the Director’s rights therein are not transferable
by the Director, except upon the death of the Director as provided in Paragraph 4. The Option is
exercisable (subject to any other applicable restrictions on exercise) only by the Director (or any
guardian or other legal representative duly appointed for the Director) for the Director’s own
account, except in the event of the Director’s death or permanent and total disability as provided
in Section 4.



 









 





     6. Changes in Capital Structure. On any change in the number or kind of outstanding
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 Shares of the Company, the Company, by action of the Board of Directors,
is empowered to make such adjustment, if any, in the number and kind of Shares subject to this
Option and in the price per Share to be paid upon any subsequent exercise of this Option as it
considers reasonably appropriate for the protection of the Company and of the Director.



     7. Intent. The Option does not, and is not intended to, qualify as an “Incentive
Stock Option”, as defined in IRC Section 422(b) of the tax code. The Option is to be construed as
a nonqualified stock option.



     8. Securities Law Compliance. Notwithstanding any provision of this Agreement to the
contrary, the Option is not exercisable unless, at the time the Director attempts to exercise the
Option, in the opinion of counsel for the Company, all applicable securities laws, rules and
regulations have been complied with. The Director agrees that the Company may impose such
restrictions on the Shares as are deemed advisable by the Company, including, without limitation,
restrictions relating to listing or trading requirements. The Director further agrees that
certificates representing the Shares may bear such legends and statements as the Company considers
appropriate or advisable to assure, among other things, compliance with applicable securities laws,
rules and regulations.



     9. Rights of the Director. The granting of the Option does not confer any right on
the Director to continue as a director of the Company. The Director has no dividend, voting or
other rights of a shareholder with respect to the Shares that are subject to the Option prior to
the purchase of those Shares upon exercise of the Option and the execution and delivery of all
other documents and instruments considered necessary or desirable by the Company in connection
therewith.



     10. Miscellaneous. This Agreement, the Option and the Plan shall be governed by and
construed in accordance with the laws of the State of Ohio.



     IN WITNESS WHEREOF, the parties have subscribed their names hereto as of the date first above
written.



	 	 	 
	 	Dated: XXX
 

	 	Stoneridge, Inc.
 
 

	 	By: 
	 






	 	 
	The foregoing Option is

hereby accepted.
 
 
	 
	(Signature)