Exhibit 4.3


 


STONERIDGE, INC.


AMENDED AND RESTATED


LONG-TERM INCENTIVE PLAN, AS AMENDED


 


SECTION 1.Purpose; Definitions.


 


The purpose of the Stoneridge, Inc. Amended
and Restated Long-Term Incentive Plan (the “Plan”) is to enable Stoneridge, Inc. (the “Company”) and its
Subsidiaries (as defined below) to attract, retain and reward key employees of the Company and of its Subsidiaries and to strengthen
the mutuality of interests between those employees and the Company’s shareholders by offering such employees equity or equity-based
incentives thereby increasing their proprietary interest in the Company’s business and enhancing their personal interest
in the Company’s success.


 


For purposes of the Plan, the following terms
are defined as follows:


 


(a)“Award”
means any award of Stock Options, Restricted Shares, Deferred Shares, Share Purchase Rights, Share Appreciation Rights or Other
Share-Based Awards under the Plan.


 


(b)“Board” means the Board of
Directors of the Company.


 


(c)“Cause” means, unless otherwise
provided by the Committee, (i) “Cause” as defined in any Individual Agreement to which the participant is a party,
or (ii) if there is no such Individual Agreement or if it does not define Cause:


 


(1)misappropriation
of funds from the Company or  dishonesty in the course of fulfilling the participant’s employment duties;


 


(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
an 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.


 






    	 



    	 



    

  


The Committee shall, unless otherwise provided in an
Individual Agreement with the participant, have the sole discretion to determine whether “Cause” exists, and its determination
shall be final.


 


(d)“Change in Control” has the
meaning set forth in Section 11(b).


 


(e)“Change in Control Price”
has the meaning set forth in Section 11(d).


 


(f)“Code” means the Internal
Revenue Code of 1986, as amended from time to time, and any successor thereto.


 


(g)“Committee” means the Committee
referred to in Section 2 of the Plan.


 


(h)“Company” means Stoneridge,
Inc., an Ohio corporation, or any successor corporation.


 


(i)“Deferred Shares” means an
Award of the right to receive Shares at the end of a specified deferral period granted pursuant to Section 7.


 


(j)“Disability” means a permanent
and total disability as defined in Section 22(e)(3) of the Code.


 


(k)“Exchange Act” means the Securities
Exchange Act of 1934, as amended.


 


(l)“Fair Market Value” means,
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 Committee; or (iv) if Common Shares are not publicly traded, the fair market value established by the Committee
acting in good faith.


 


(m)“Incentive Stock Option” means
any Stock Option intended to be and designated as, and that otherwise qualifies as, an “Incentive Stock Option” within
the meaning of Section 422 of the Code or any successor section thereto.


 


(n)“Individual Agreement” means
an employment or similar agreement between a participant and the Company or one of its Subsidiaries.


 


(n)“Non-Employee Director” has
the meaning set forth in Section 16 of the Exchange Act, or any successor definition adopted by the Securities and Exchange Commission
(the “Commission”).


 






    	 



    	 



    

  


(o)“Non-Qualified Stock Option”
means any Stock Option that is not an Incentive Stock Option.


 


(p)“Other Share-Based Awards”
means an Award granted pursuant to Section 10 that is valued, in whole or in part, by reference to, or is otherwise based on, Shares.


 


(q)“Outside Director” has the
meaning set forth in Section 162(m) of the Code and the regulations promulgated thereunder.


 


(r)“Plan” means the Stoneridge,
Inc. Amended and Restated Long-Term Incentive Plan, as amended from time to time.


 


(s)“Potential Change in Control”
has the meaning set forth in Section 11(c).


 


(t)“Restricted Shares” means
an Award of Shares that is granted pursuant to Section 6 and is subject to restrictions.


 


(u)“Section 16 Participant” means
a participant under the Plan who is then subject to Section 16 of the Exchange Act.


 


(v)“Shares”
means the Common Shares, without par value, of the Company.


 


(w)“Share Appreciation Right”
means an Award of a right to receive an amount from the Company that is granted pursuant to Section 9.


 


(x)“Stock Option” or “Option”
means any option to purchase Shares (including Restricted Shares and Deferred Shares, if the Committee so determines) that is granted
pursuant to Section 5.


 


(y)“Share Purchase Right” means
an Award of the right to purchase Shares that is granted pursuant to Section 8.


 


(z)“Subsidiary” means any corporation
(other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations (other than
the last corporation in the unbroken chain) owns stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in that chain. For purposes of Section 409A of the Code and the regulations thereunder
“at least 50%” is to be used instead of “at least 80%” in applying the tests to determine whether a corporation
is a service recipient.


 


SECTION 2. Administration.


 


The Plan shall be administered by the Compensation
Committee of the Board or such other committee authorized by the Board to administer the Plan (the “Committee”), or
absent the Committee, the full Board. The Committee shall consist of not less than three directors of the Company all of whom shall
be Outside Directors, Non-Employee Directors and Independent Directors (as defined by the listing standards of the NYSE if the
Company’s Shares are traded on the New York Stock Exchange). Those directors shall be appointed by the Board and shall serve
as the Committee at the pleasure of the Board.


 






    	 



    	 



    

  


The Committee shall have full power to interpret
and administer the Plan and full authority to select the individuals to whom Awards will be granted and to determine the type and
amount of any Awards to be granted to each participant, the consideration, if any, to be paid for any Awards, the timing of any
Awards, the terms and conditions of any Award granted under the Plan, and the terms and conditions of the related agreements that
will be entered into with participants. As to the selection of and grant of Awards to participants who are not executive officers
of the Company or any Subsidiary or Section 16 Participants, 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.


 


The Committee shall have the authority to
adopt, alter and repeal such rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable;
to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreements relating thereto); to
direct employees of the Company or other advisors to prepare such materials or perform such analyses as the Committee deems necessary
or appropriate; and otherwise to supervise the administration of the Plan.


 


Any interpretation or administration of the
Plan by the Committee, and all actions and determinations of the Committee, shall be final, binding and conclusive on the Company,
its shareholders, Subsidiaries, affiliates, all participants in the Plan, their respective legal representatives, successors and
assigns, and all persons claiming under or through any of them. No member of the Board or of the Committee shall incur any liability
for any action taken or omitted, or any determination made, in good faith in connection with the Plan.


 


SECTION 3. Shares Subject to the Plan.


 


(a)“Aggregate Shares Subject to the Plan.
Subject to adjustment as provided in Section 3(c), the total number of Shares reserved and available for Awards under the Plan
is 4,500,000, pursuant to which the maximum number of Shares which may be issued subject to Incentive Stock Options is 500,000.
Any Shares issued hereunder may consist, in whole or in part, of authorized and unissued shares or treasury shares.”


 


(b)Forfeiture or Termination of Awards of Shares.
If any Shares subject to any Award granted hereunder are forfeited or an Award otherwise terminates or expires without the issuance
of Shares, the Shares subject to that Award shall again be available for distribution in connection with future Awards under the
Plan as set forth in Section 3(a), unless the participant who had been awarded those forfeited Shares or the expired or terminated
Award has theretofore received dividends or other benefits of ownership with respect to those Shares. For purposes hereof, a participant
shall not be deemed to have received a benefit of ownership with respect to those Shares by the exercise of voting rights or the
accumulation of dividends that are not realized because of the forfeiture of those Shares or the expiration or termination of the
related Award without issuance of those Shares.


 


(c)Adjustment. In the event of any merger,
reorganization, consolidation, recapitalization, share dividend, share split, combination of shares or other change in corporate
structure of the Company affecting the Shares, such substitution or adjustment shall be made in the aggregate number of Shares
reserved for issuance under the Plan, in the number and option price of Shares subject to outstanding options granted under the
Plan, in the number and purchase price of Shares subject to outstanding Share Purchase Rights granted under the Plan, in the number
of Share Appreciation Rights granted under the Plan, in the number of underlying Shares granted under the Plan will be based on,
and in the number of Shares subject to Restricted Share Awards, Deferred Share Awards and any other outstanding Awards granted
under the Plan as may be approved by the Committee, in its sole discretion; but the number of Shares subject to any Award shall
always be a whole number. Any fractional Shares shall be eliminated.


 






    	 



    	 



    

  


(d)Annual Award Limit. No participant may
be granted Stock Options or other Awards under the Plan with respect to an aggregate of more than 400,000 Shares (subject to adjustment
as provided in Section 3(c) hereof) during any calendar year.


 


SECTION 4. Eligibility.


 


Grants may be made from time to time to
those officers and other key employees of the Company who are designated by the Committee in its sole and exclusive discretion.
Eligible persons may include, but shall not necessarily be limited to, officers and key employees of the Company and any Subsidiary;
however, Stock Options intended to qualify as Incentive Stock Options shall be granted only to eligible persons while actually
employed by the Company or a Subsidiary. The Committee may grant more than one Award to the same eligible person. No Award shall
be granted to any eligible person during any period of time when such eligible person is on a leave of absence.


 


SECTION 5. Stock Options.


 


(a)Grant. Stock Options may be granted alone,
in addition to or in tandem with other Awards granted under the Plan or cash awards made outside the Plan. The Committee shall
determine the individuals to whom, and the time or times at which, grants of Stock Options will be made, the number of Shares purchasable
under each Stock Option, and the other terms and conditions of the Stock Option in addition to those set forth in Sections 5(b)
and 5(c). Any Stock Option granted under the Plan shall be in such form as the Committee may from time to time approve.


 


Stock Options granted under the
Plan may be of two types which shall be indicated on their face: (i) Incentive Stock Options and (ii) Non-Qualified Stock Options.
Subject to Section 5(c) hereof, the Committee shall have the authority to grant to any participant Incentive Stock Options, Non-Qualified
Stock Options or both types of Stock Options.


 


(b)Terms and Conditions. Options granted
under the Plan shall be evidenced by an agreement (“Option Agreements”), 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 desirable:


 


(1)Option Price. The
option price per share of Shares purchasable under a Non-Qualified Stock Option or an Incentive Stock Option shall be determined
by the Committee at the time of grant and shall be not less than 100% of the Fair Market Value of the Shares at the date of grant
(or, with respect to an Incentive Stock Option, 110% of the Fair Market Value of the Shares at the date of grant in the case of
a participant who at the date of grant owns Shares possessing more than 10% of the total combined voting power of all classes of
stock of the Company or its parent or Subsidiary corporations (as determined under Sections 424(d), (e) and (f) of the Code)).


 






    	 



    	 



    

  


(2)Option Term. The
term of each Stock Option shall be determined by the Committee and may not exceed ten years from the date the Option is granted
(or, with respect to an Incentive Stock Options, five years in the case of a participant who at the date of grant owns Shares possessing
more than 10% of the total combined voting power of all classes of stock of the Company or its parent or Subsidiary corporations
(as determined under Sections 424(d), (e) and (f) of the Code)).


 


(3)Exercise. Stock
Options shall be exercisable at such time or times and shall be subject to such terms and conditions as shall be determined by
the Committee at or after grant; but, except as provided in Section 5(b)(6) and Section 11, unless otherwise determined by the
Committee at or after grant, no Stock Option shall be exercisable prior to six months and one day following the date of grant.
If any Stock Option is exercisable only in installments or only after specified exercise dates, the Committee may waive, in whole
or in part, such installment exercise provisions, and may accelerate any exercise date or dates, at any time at or after grant
based on such factors as the Committee shall determine, in its sole discretion.


 


(4)Method of Exercise.
Subject to any installment exercise provisions that apply with respect to any Stock Option, and the six-month and one day holding
period set forth in Section 5(b)(3), a Stock Option may be exercised in whole or in part, at any time during the Option period,
by the holder thereof giving to the Company written notice of exercise specifying the number of Shares to be purchased.


 


That
notice shall be accompanied by payment in full of the Option price of the Shares for which the Option is exercised, in cash or
Shares or by check or such other instrument as the Committee may accept. The value of each such Share surrendered or withheld
shall be 100% of the Fair Market Value of the Shares on the date the option is exercised.


 


No Shares shall be issued on an
exercise of an Option until full payment has been made. A participant shall not have rights to dividends or any other rights of
a shareholder with respect to any Shares subject to an Option unless and until the participant has given written notice of exercise,
has paid in full for those Shares, has given, if requested, the representation described in Section 15(a) and those Shares have
been issued to him.


 


(5)Non-Transferability
of Options. No Stock Option shall be transferable by any participant other than by will or by the laws of descent and distribution
or pursuant to a qualified domestic relations order (as defined in the Code or the Employment Retirement Income Security Act of
1974, as amended) except that, if so provided in the Option Agreement, the participant may transfer without consideration the Option,
other than an Incentive Stock Option, during the participant’s lifetime to one or more members of the participant’s
family, to one or more trusts for the benefit of one or more of the participant’s family, or to a partnership or partnerships
of members of the participant’s family, or to a charitable organization as defined in Section 501(c)(3) of the Code, provided
that the transfer would not result in the loss of any exemption under Rule 16b-3 of the Exchange Act with respect to any Option.
The transferee of an Option will be subject to all restrictions, terms and conditions applicable to the Option prior to its transfer,
except that the Option will not be further transferable by the transferee other than by will or by the laws of descent and distribution.


 






    	 



    	 



    

  


(6)Termination of Employment.


 


(i)Termination by Death. Subject to Sections
5(b)(3) and 5(c), if any participant’s employment with the Company or any Subsidiary terminates by reason of death, any Stock
Option held by that participant shall become immediately and automatically vested and exercisable. If termination of a participant’s
employment is due to death, then any Stock Option held by that participant may thereafter be exercised for a period of two years
(or with respect to an Incentive Stock Option, for a period of one year) (or such other period as the Committee may specify at
grant) from the date of death. Notwithstanding the foregoing, in no event will any Stock Option be exercisable after the expiration
of the option period of such Option. The balance of the Stock Option shall be forfeited if not exercised within two years (or one
year with respect to Incentive Stock Options).


 


(ii)Termination
by Reason of Disability. Subject to Sections 5(b)(3) and 5(c), if a participant’s employment with the Company
or any Subsidiary terminates by reason of Disability, any Stock Option held by that participant shall become immediately and automatically
vested and exercisable. If termination of a participant’s employment is due to Disability, then any Stock Option held by
that participant may thereafter be exercised by the participant or by the participant’s duly authorized legal representative
if the participant is unable to exercise the Option as a result of the participant’s Disability, for a period of two years
(or with respect to an Incentive Stock Option, for a period of one year) (or such other period as the Committee may specify at
grant) from the date of such termination of employment; and if the participant dies within that two-year period (or such other
period as the Committee may specify at or after grant), any unexercised Stock Option held by that participant shall thereafter
be exercisable by the estate of the participant (acting through its fiduciary) for the duration of the two-year period from the
date of that termination of employment. Notwithstanding the foregoing, in no event will any Stock Option be exercisable after the
expiration of the option period of such Option. The balance of the Stock Option shall be forfeited if not exercised within two
years (or one year with respect to Incentive Stock Options).


 


(iii)Termination
for Cause. Unless otherwise determined by the Committee at or after the time of granting any Stock Option, if a participant’s
employment with the Company or any Subsidiary terminates for Cause, any unvested Stock Options will be forfeited and terminated
immediately upon termination and any vested Stock Options held by that participant shall terminate 30 days after the date employment
terminates. Notwithstanding the foregoing, in no event will any Stock Option be exercisable after the expiration of the option
period of such Option. The balance of the Stock Option shall be forfeited.


 


(iv)Other
Termination. Unless otherwise determined by the Committee at or after the time of granting any Stock Option, if a participant’s
employment with the Company or any Subsidiary terminates for any reason other than death, Disability or for Cause, all Stock Options
held by that participant shall thereupon terminate three months after the date employment terminates. Notwithstanding
the foregoing, in no event will any Stock Option be exercisable after the expiration of the option period of such Option. The balance
of the Stock Option shall be forfeited.


 






    	 



    	 



    

  


(v)Leave
of Absence. In the event a participant is granted a leave of absence by the Company or any Subsidiary to enter military service
or because of sickness, the participant’s employment with the Company or such Subsidiary will not be considered terminated,
and the participant shall be deemed an employee of the Company or such Subsidiary during such leave of absence or any extension
thereof granted by the Company or such Subsidiary. Notwithstanding the foregoing, in the case of an Incentive Stock Option, a leave
of absence of more than three months will be viewed as a termination of employment unless continued employment is guaranteed by
contract or statute.


   


(c)Incentive Stock Options. Notwithstanding
Sections 5(b)(5) and (6), an Incentive Stock Option shall be exercisable by (i) a participant’s authorized legal representative
(if the participant is unable to exercise the Incentive Stock Option as a result of the participant’s Disability) only if,
and to the extent, permitted by Section 422 of the Code and (ii) by the participant’s estate, in the case of death, or authorized
legal representative, in the case of Disability, no later than ten years from the date the Incentive Stock Option was granted (in
addition to any other restrictions or limitations that may apply). Anything in the Plan to the contrary notwithstanding, no term
or provision of the Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion
or authority granted under the Plan be exercised, so as to disqualify the Plan under Section 422 of the Code, or, without the consent
of the participants affected, to disqualify any Incentive Stock Option under such Section 422 or any successor section thereto.


 


  


SECTION 6. Restricted Shares.


 


(a)Grant. Restricted Shares may be issued
alone, in addition to or in tandem with other Awards under the Plan or cash awards made outside the Plan. The Committee shall determine
the individuals to whom, and the time or times at which, grants of Restricted Shares will be made, the number of Restricted Shares
to be awarded to each participant, the price (if any) to be paid by the participant (subject to Section 6(b)), the date or dates
upon which Restricted Share Awards will vest and the period or periods within which those Restricted Share Awards may be subject
to forfeiture, and the other terms and conditions of those Awards in addition to those set forth in Section 6(b).


 


The Committee may condition the grant of Restricted
Shares upon the attainment of specified performance goals or such other factors as the Committee may determine in its sole discretion.


 


(b)Terms and Conditions. Restricted Shares
awarded under the Plan shall be subject to the following terms and conditions and such additional terms and conditions, not inconsistent
with the provisions of the Plan, as the Committee shall deem desirable. A participant who receives a Restricted Share Award shall
not have any rights with respect to that Award, unless and until the participant has executed an agreement evidencing the Award
in the form approved from time to time by the Committee and has delivered a fully executed copy thereof to the Company, and has
otherwise complied with the applicable terms and conditions of that Award.


 






    	 



    	 



    

  


(1)The purchase price (if
any) for Restricted Shares shall be determined by the Committee at the time of grant.


 


(2)Awards of Restricted Shares
must be accepted by executing a Restricted Share Award agreement and paying the price (if any) that is required under Section 6(b)(1).


 


(3)Each participant receiving
a Restricted Share Award shall be issued a stock certificate in respect of those Restricted Shares. The certificate shall be registered
in the name of the participant and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable
to the Award.


 


(4)The Committee shall require
that the stock certificates evidencing such Restricted Shares be held in custody by the Company until the restrictions thereon
shall have lapsed, and that, as a condition of any Restricted Shares Award the participant shall have delivered to the Company
a stock power, endorsed in blank, relating to the Shares covered by that Award.


 


(5)Subject to the provisions
of this Plan and the Restricted Share Award agreement, during a period set by the Committee commencing with the date of any Award
(the “Restriction Period”), the participant shall not be permitted to sell, transfer, pledge, assign or otherwise encumber
the Restricted Shares covered by that Award. The Restriction Period shall not be less then six months and one day in duration (“Minimum
Restriction Period”) unless otherwise determined by the Committee at the time of grant. Subject to these limitations and
the Minimum Restriction Period requirements, the Committee, in its sole discretion, may provide for the lapse of such restrictions
in installments and may accelerate or waive such restrictions, in whole or in part, based on service, performance or such other
factors and criteria as the Committee may determine, in its sole discretion.


 


(6)Except as provided in
this Section 6(b)(6), Section 6(b)(5) and Section 6(b)(7) the participant shall have, with respect to the Restricted Shares awarded,
all of the rights of a shareholder of the Company, including the right to vote the Shares, and the right to receive any dividends.
The Committee, in its sole discretion, as determined at the time of an Award, may require the payment of cash dividends to be deferred
and subject to forfeiture and, if the Committee so determines, reinvested, subject to Section 15(f), in additional Restricted Shares
to the extent Shares are available under Section 3, or otherwise reinvested. Unless the Committee or Board determines otherwise,
Share dividends issued with respect to Restricted Shares shall be treated as additional Restricted Shares that are subject to the
same restrictions and other terms and conditions that apply to the Shares with respect to which such dividends are issued.


 


(7)No Restricted Shares shall
be transferable by a participant other than by will or by the laws of descent and distribution or pursuant to a qualified domestic
relations order (as defined in the Code or the Employment Retirement Income Security Act of 1974, as amended) except that, if so
provided in the Restricted Shares Agreement, the participant may transfer without consideration the Restricted Shares during the
participant’s lifetime to one or more members of the participant’s family, to one or more trusts for the benefit of
one or more of the participant’s family, to a partnership or partnerships of members of the participant’s family, or
to a charitable organization as defined in Section 501(c)(3) of the Code, provided that the transfer would not result in the loss
of any exemption under Rule 16b-3 of the Exchange Act with respect to any Restricted Shares. The transferee of Restricted Shares
will be subject to all restrictions, terms and conditions applicable to the Restricted Shares prior to its transfer, except that
the Restricted Shares will not be further transferable by the transferee other than by will or by the laws of descent and distribution.


 






    	 



    	 



    

  


(8)Unless otherwise determined
by the Committee at or after the time of granting any Restricted Shares, if a participant’s employment with the Company or
any Subsidiary terminates by reason of death, any Restricted Shares held by such participant shall thereupon vest and all restrictions
thereon shall lapse.


 


(9)Unless otherwise determined
by the Committee at or after the time of granting any Restricted Shares, if a participant’s employment with the Company or
any Subsidiary terminates by reason of Disability, any Restricted Shares held by such participant shall thereupon vest and all
restrictions thereon shall lapse.


 


(10) Unless otherwise determined
by the Committee at or after the time of granting any Restricted Shares, if a participant’s employment with the Company or
any Subsidiary terminates for any reason other than death or Disability, the Restricted Shares held by that participant that are
unvested or subject to restriction at the time of termination shall thereupon be forfeited.


 


SECTION 7.Deferred Shares.


 


(a)Grant. Deferred Shares may be awarded
alone, in addition to or in tandem with other Awards granted under the Plan or cash awards made outside the Plan. The Committee
shall determine the individuals to whom, and the time or times at which, Deferred Shares shall be awarded, the number of Deferred
Shares to be awarded to any participant, the duration of the period (the “Deferral Period”) during which, and the conditions
under which, receipt of the Shares will be deferred, and the other terms and conditions of the Award in addition to those set forth
in Section 7(b).


 


The Committee may condition the
grant of Deferred Shares upon the attainment of specified performance goals or such other factors as the Committee shall determine,
in its sole discretion.


 


(b)Terms and Conditions. Deferred Share 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 desirable:


 


(1)The purchase price for
Deferred Shares shall be determined at the time of grant by the Committee. Subject to the provisions of the Plan and the Award
agreement referred to in Section 7(b)(8), Deferred Share Awards may not be sold, assigned, transferred, pledged or otherwise encumbered
during the Deferral Period. At the expiration of the Deferral Period (or the Elective Deferral Period referred to in Section 7(b)(8),
when applicable), stock certificates shall be delivered to the participant, or his legal representative, for the Shares covered
by the Deferred Share Award. The Deferral period applicable to any Deferred Share Award shall not be less than six months and one
day (“Minimum Deferral Period”).


 






    	 



    	 



    

  


(2)Unless otherwise determined
by the Committee at the time of grant, amounts equal to any dividends declared during the Deferral Period with respect to the number
of Shares covered by a Deferred Share Award will be paid to the participant currently, or deferred and deemed to be reinvested
in additional Deferred Shares, or otherwise reinvested, all as determined by the Committee, in its sole discretion, at the time
of the Award.


 


(3)No Deferred Shares shall
be transferable by a participant other than by will or by the laws of descent and distribution or pursuant to a qualified domestic
relations order (as defined in the Code or the Employment Retirement Income Security Act of 1974, as amended) except that, if so
provided in the Deferred Shares Agreement, the participant may transfer without consideration the Deferred Shares during the participant’s
lifetime to one or more members of the participant’s family, to one or more trusts for the benefit of one or more of the
participant’s family, to a partnership or partnerships of members of the participant’s family, or to a charitable organization
as defined in Section 501(c)(3) of the Code, provided that the transfer would not result in the loss of any exemption under Rule
16b-3 of the Exchange Act with respect to any Deferred Shares. The transferee of Deferred Shares will be subject to all restrictions,
terms and conditions applicable to the Deferred Shares prior to its transfer, except that the Deferred Shares will not be further
transferable by the transferee other than by will or by the laws of descent and distribution.


 


(4)Unless otherwise determined
by the Committee at the time of granting any Deferred Shares, if a participant’s employment by the Company or any Subsidiary
terminates by reason of death, any Deferred Shares held by that participant shall thereafter vest and any restrictions shall lapse.


 


(5)Unless otherwise determined
by the Committee at the time of granting any Deferred Shares, if a participant’s employment by the Company or any Subsidiary
terminates by reason of Disability, any Deferred Shares held by that participant shall thereafter vest and any restrictions shall
lapse.


 


(6)Unless otherwise determined
by the Committee at the time of granting any Deferred Share Award, if a participant’s employment by the Company or any Subsidiary
terminates for any reason other than death or Disability, all Deferred Shares held by such participant which are unvested or subject
to restriction shall thereupon be forfeited.


 


(7)A participant may elect
to further defer receipt of a Deferred Share Award (or an installment of an Award) for a specified period or until a specified
event (the “Elective Deferral Period”), subject in each case to the Committee’s approval and the terms of this
Section 7 and such other terms as are determined by the Committee, all in its sole discretion. Subject to any exceptions approved
by the Committee, such election may be made only if and to the extent permitted and in accordance with Section 409A of the Code.


 






    	 



    	 



    

  


(8)Each such Award shall
be confirmed by, and subject to the terms of, a Deferred Share Award agreement evidencing the Award in the form approved from time
to time by the Committee.


 


SECTION 8. Share Purchase Rights.


 


(a)Grant. Share Purchase Rights may be granted
alone, in addition to or in tandem with other Awards granted under the Plan or cash awards made outside the Plan. The Committee
shall determine the individuals to whom, and the time or times at which, grants of Share Purchase Rights will be made, the number
of Shares which may be purchased pursuant to the Share Purchase Rights, and the other terms and conditions of the Share Purchase
Rights in addition to those set forth in Section 8(b). The Shares subject to the Share Purchase Rights must be purchased at the
Fair Market Value of such Shares on the date of grant. Subject to Section 8(b) hereof, the Committee may also impose such forfeiture
or other terms and conditions as it shall determine, in its sole discretion, on such Share Purchase Rights or the exercise thereof.


 


Each Share Purchase Right Award
shall be confirmed by, and be subject to the terms of, a Share Purchase Rights Agreement which shall be in form approved by the
Committee.


 


(b)Terms and Conditions. Share Purchase Rights
may contain such additional terms and conditions not inconsistent with the terms of the Plan as the Committee shall deem desirable
and shall generally be exercisable for such period as shall be determined by the Committee. However, Share Purchase Rights granted
to Section 16 Participants shall not become exercisable earlier than six months and one day after the grant date. Share Purchase
Rights shall not be transferable by a participant other than by will or by the laws of descent and distribution.


 


SECTION 9. Share Appreciation Rights.


 


(a)Grant. Share Appreciation Rights may be
granted in connection with all or any part of an Option. Share Appreciation Rights may be exercised in whole or in part at such
times under such conditions as may be specified by the Committee in the participant’s Option Agreement.


 


(b)Terms and Conditions. The following terms
and conditions will apply to all Share Appreciation Rights that are granted in connection with Options:


 


(1)Rights. Share Appreciation
Rights shall entitle the participant, upon exercise of all or any part of the Share Appreciation Rights, to surrender to the Company
unexercised, that portion of the underlying Option relating to the same number of Shares as is covered by the Share Appreciation
Rights (or the portion of the Share Appreciation Rights so exercised) and to receive in exchange from the Company an amount equal
to the excess of (x) the Fair Market Value, on the date of exercise, of the Shares covered by the surrendered portion of the underlying
Option over (y) the exercise price of the Shares covered by the surrendered portion of the underlying Option. The Committee may
limit the amount that the participant will be entitled to receive upon exercise of the Share Appreciation Right.


 






    	 



    	 



    

 


 


(2)Surrender of Option.
Upon the exercise of the Share Appreciation Right and surrender of the related portion of the underlying Option, the Option, to
the extent surrendered, will not thereafter be exercisable. The underlying Option may provide that such Share Appreciation Rights
will be payable solely in cash. The terms of the underlying Option shall provide a method by which an alternative fair market value
of the Shares on the date of exercise shall be calculated based on the following: the closing price of the Shares on the national
exchange on which they are then traded on the business day immediately preceding the day of exercise.


 


(3)Exercise. In addition
to any further conditions upon exercise that may be imposed by the Committee, the Share Appreciation Rights shall be exercisable
only to the extent that the related Option is exercisable, except that in no event will a Share Appreciation Right held by a Section
16 Participant be exercisable within the first six months after it is awarded even though the related Option is or becomes exercisable,
and each Share Appreciation Right will expire no later than the date on which the related Option expires. A Share Appreciation
Right may be exercised only at a time when the Fair Market Value of the Shares covered by the Share Appreciation Right exceeds
the exercise price of the Shares covered by the underlying Option.


 


(4)Method of Exercise.
Share Appreciation Rights may be exercised by the participant’s giving written notice of the exercise to the Company,
stating the number of Share Appreciation Rights the participant has elected to exercise and surrendering the portion of the underlying
Option relating to the same number of Shares as the number of Share Appreciation Rights elected to be exercised.


 


(5)Payment. The manner
in which the Company’s obligation arising upon the exercise of the Share Appreciation Right will be paid will be determined
by the Committee and shall be set forth in the participant’s Option Agreement. The Committee may provide for payment in Shares
or cash, or a fixed combination of Shares or cash, or the Committee may reserve the right to determine the manner of payment at
the time the Share Appreciation Right is exercised. Shares issued upon the exercise of a Share Appreciation Right will be valued
at their Fair Market Value on the date of exercise.


 


SECTION 10. Other Share-Based Awards.


 


(a)Grant. Other Awards of Shares and other
Awards that are valued, in whole or in part, by reference to, or are otherwise based on, Shares, including, without limitation,
performance shares, convertible preferred shares, convertible debentures, exchangeable securities, and Share Awards or options
valued by reference to Book Value or subsidiary performance, may be granted alone, in addition to or in tandem with other Awards
granted under the Plan or cash awards made outside of the Plan.


 


At the time the Shares or Other
Share-Based Awards are granted, the Committee shall determine the individuals to whom and the time or times at which such Shares
or Other Share-Based Awards shall be awarded, the number of Shares to be used in computing an Award or which are to be awarded
pursuant to such Awards, the consideration, if any, to be paid for such Shares or Other Share-Based Awards, and all other terms
and conditions of the Awards in addition to those set forth in Section 10(b). The Committee will also
have the right, at its sole discretion, to settle such Awards in Shares, Restricted Shares or cash in an amount equal to then value
of the Shares or Other Share-Based Awards.


 






    	 



    	 



    

  


The provisions of Other Share-Based
Awards need not be the same with respect to each participant.


 


(b)Terms and Conditions. Other Share-Based
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 desirable.


 


(1)Subject to the provisions
of this Plan and the Award agreement referred to in Section 10(b)(5) below, Shares awarded or subject to Awards made under this
Section 10 may not be sold, assigned, transferred, pledged or otherwise encumbered prior to the date on which the Shares are issued,
or, if later, the date on which any applicable restriction, performance, holding or deferral period or requirement is satisfied
or lapses. All Shares or Other Share-Based Awards granted under this Section 10 shall be subject to a minimum holding period (including
any applicable restriction, performance and/or deferral periods ) of six months and one day (“Minimum Holding Period”).


 


(2)Subject to the provisions
of this Plan and the Award agreement and unless otherwise determined by the Committee at the time of grant, the recipient of an
Other Share-Based Award shall be entitled to receive, currently, interest or dividends with respect to the number of Shares covered
by the Award, as determined at the time of the Award by the Committee, in its sole discretion, and the Committee may provide that
such amounts (if any) shall be deemed to have been reinvested in additional Shares or otherwise reinvested.


 


(3)Subject to the Minimum
Holding Period, any Other Share-Based Award and any Shares covered by any such Award shall vest or be forfeited to the extent,
at the times and subject to the conditions, if any, provided in the Award agreement, as determined by the Committee, in its sole
discretion.


 


(4)In the event of the participant’s
Disability or death, or in cases of special circumstances, the Committee may, in its sole discretion, waive, in whole or in part,
any or all of the remaining limitations imposed hereunder or under any related Award agreement (if any) with respect to any part
or all of any Award under this Section 10, provided that the Minimum Holding Period requirement may not be waived, except in case
of a participant’s death.


 


(5)Each Award shall be confirmed
by, and subject to the terms of, an agreement or other instrument evidencing the Award in the form approved from time to time by
the Committee, the Company and the participant.


 


(6)Shares (including securities
convertible into Shares) issued on a bonus basis under this Section 10 shall be issued for no cash consideration. Shares (including
securities convertible into Shares) purchased pursuant to a purchase right awarded under this Section 10 shall bear a price of
at the Fair Market Value of the Shares on the date of grant. The purchase price of such Shares, and of any Other Share-Based Award
granted hereunder, or the formula by which such price is to be determined, shall be fixed by the Committee at the time of grant.


 






    	 



    	 



    

  


(7)In the event that any
“derivative security, ” as defined in Rule 16a-1(c) (or any successor thereof) promulgated by the Securities and Exchange
Commission under Section 16 of the Exchange Act, is awarded pursuant to this Section 10 to any Section 16 Participant, such derivative
security shall not be transferable other than by will or by the laws of descent and distribution.


 


SECTION 11. Change In Control Provision.


 


(a)Impact
of Event. Notwithstanding any other provisions hereof or in any agreement to the contrary, in the event of: (i) a “Change
in Control” as defined in Section 11(b) or (ii) a “Potential Change in Control” as defined in Section 11(c),
the following acceleration and valuation provisions shall apply:


 


(1)Any Stock Options
awarded under the Plan not previously exercisable and vested shall become fully exercisable and vested;


 


(2)Any Share Appreciation
Rights shall become immediately exercisable;


 


(3)The restrictions applicable
to any Restricted Shares Awards, Deferred Shares, Share Purchase Rights and Other Share-Based Awards shall lapse and such Shares
and Awards shall be deemed fully vested; and


 


(4)The value of all outstanding
Awards, in each case to the extent vested, shall, unless otherwise determined by the Committee in its sole discretion at or after
grant but prior to any Change in Control or Potential Change in Control, be cashed out on the basis of the “Change in Control
Price” as defined in Section 11(d) as of the date of such Change in Control or such Potential Change in Control is determined
to have occurred;


 


(b)Definition of Change in Control. For purposes
of Section 11(a), a “Change in Control” means the occurrence of any of the following: (i) the Board 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 stock entitled
to vote of the surviving entity immediately after the consummation of the transaction giving rise to the merger or consolidation;
(ii) the Board 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; (iii) any person or other entity (other than the Company or a Subsidiary or any Company employee
benefit plan (including any trustee of any such plan acting in its capacity as trustee)) purchases any Shares (or securities convertible
into 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 25% or more of the voting power of the Company’s outstanding securities;
or (iv) during any two-year period, individuals who at the beginning of such period constitute the entire Board of Directors cease
to constitute a majority of the Board of Directors, unless the election or the nomination for election of each new director is
approved by at least two-thirds of the directors then still in office who were directors at the beginning of that period.


 


(c)Definition of Potential Change in Control.
For purposes of Section 11(a), a “Potential Change in Control” means the happening of any one of the following:


 






    	 



    	 



    

  


(1)The approval by the shareholders
of the Company of an agreement by the Company, the consummation of which would result in a Change in Control of the Company as
defined in Section 11(b); or


 


(2)The acquisition of beneficial
ownership, directly or indirectly, by any entity, person or group (other than the Company or a Subsidiary or any Company employee
benefit plan (including any trustee of any such plan acting in its capacity as trustee)) of securities of the Company representing
15% or more of the combined voting power of the Company’s outstanding securities and the adoption by the Board of a resolution
to the effect that a Potential Change in Control of the Company has occurred for purposes of this Plan.


 


(d)Change in Control Price. For purposes
of this Section 11, “Change in Control Price,” means the highest price per share paid in any transaction reported on
the New York Stock Exchange Composite Index (or, if the Shares are not then traded on the New York Stock Exchange, the highest
price paid as reported for any national exchange on which the Shares are then traded) or paid or offered in any bona fide transaction
related to a Change in Control or Potential Change in Control of the Company, at any time during the 60-day period immediately
preceding the occurrence of the Change in Control (or, when applicable, the occurrence of the Potential Change in Control event).


 


SECTION 12. Form and Timing of Payment Under Awards; Deferrals.


 


Subject to the terms of the Plan and any
applicable Award Agreement (as may be amended pursuant to Section 13 hereof), payments to be made by the Company, a Subsidiary
upon the exercise of an Option or other Award or settlement of an Award may be made in such forms as the Committee shall determine,
including, without limitation, cash, Shares, other Awards or other property, and may be made in a single payment or transfer or
in installments; provided, however, that settlement in other than Shares must be authorized by the applicable Award Agreement.
The settlement of any Award may be accelerated and cash paid in lieu of Shares in connection with such settlement; provided, however,
that settlement in cash must be authorized by the applicable Award Agreement. The acceleration of any Award that does not result
in a cash settlement must also be authorized by the applicable Award Agreement. If and to the extent permitted by and in accordance
with Section 409A of the Code and the regulations thereunder, installment or deferred payments may be required by the Committee
or permitted at the election of the participant on terms and conditions approved by the Committee, including without limitation
the ability to defer awards pursuant to any deferred compensation plan maintained by the Company, a Subsidiary. Payments may include,
without limitation, provisions for the payment or crediting of a reasonable interest rate on installment or deferred payments or
other amounts in respect of installment or deferred payments denominated in Shares.


 


SECTION 13.Amendments and Termination.


 


The Board may at any time, in its sole discretion,
amend, alter or discontinue the Plan, but no such amendment, alteration or discontinuation shall be made that would (i) impair
the rights of a participant under an Award theretofore granted, without the participant’s consent, or (ii) require shareholder
approval under any applicable law, rule, regulation or listing standard of an exchange or market on which the Shares are listed
and/or traded, unless such shareholder approval is received. The Company shall submit to the shareholders of the Company for their
approval any amendments to the Plan which are required by Section 16 of the Exchange Act or the rules and regulations thereunder,
or Section 162(m) of the Code, or the listing standards of an exchange or market on which the Shares are listed and/or traded to
be approved by the shareholders.


 






    	 



    	 



    

  


The Committee may at any time, in its sole
discretion, amend the terms of any Award, but no such amendment shall be made that would impair the rights of a participant under
an Award theretofore granted, without the participant’s consent; nor shall any such amendment be made which would make the
applicable exemptions provided by Rule 16b-3 under the Exchange Act unavailable to any Section 16 Participant holding the Award
without the participant’s consent.


 


Subject to the above provisions, the Board
shall have all necessary authority to amend the Plan to clarify any provision or to take into account changes in applicable securities
and tax laws and accounting rules, as well as other developments.


 


SECTION 14. Unfunded Status of Plan.


 


The Plan is intended to constitute an “unfunded”
plan for incentive and deferred compensation. With respect to any payments not yet made to a participant by the Company, nothing
contained herein shall give that participant any rights that are greater than those of a general creditor of the Company.


 


SECTION 15. General Provisions.


 


(a)The Committee may require each participant acquiring
Shares pursuant to an Award under the Plan to represent to and agree with the Company in writing that the participant is acquiring
the Shares without a view to distribution thereof. The certificates for any such Shares may include any legend which the Committee
deems appropriate to reflect any restrictions on transfer.


 


All Shares or other securities delivered
under the Plan shall be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the
rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are
then listed, and any applicable federal or state securities laws, and the Committee may cause a legend or legends to be put on
any certificates for those Shares to make appropriate reference to such restrictions.


 


(b)Nothing contained in this Plan shall prevent
the Board from adopting other or additional compensation arrangements, subject to shareholder approval if such approval is required,
and such arrangements may be either generally applicable or applicable only in specific cases.


 


(c)Neither the adoption of the Plan, nor its operation,
nor any document describing, implementing or referring to the Plan, or any part thereof, shall confer upon any participant under
the Plan any right to continue in the employ, or as a director, of the Company or any Subsidiary, or shall in any way affect the
right and power of the Company or any Subsidiary to terminate the employment, or service as a director, of any participant under
the Plan at any time with or without assigning a reason therefor, to the same extent as the Company or any Subsidiary might have
done if the Plan had not been adopted.


 






    	 



    	 



    

  


(d)For purposes of this Plan, a transfer of a participant
between the Company and its Subsidiaries shall not be deemed a termination of employment.


 


(e)No later than the date as of which an amount
first becomes includable in the gross income of the participant for federal income tax purposes with respect to any award under
the Plan, the participant shall pay to the Company, or make arrangements satisfactory to the Committee regarding the payment of,
any federal, state or local taxes or other items of any kind required by law to be withheld with respect to that amount. Subject
to the following sentence, unless otherwise determined by the Committee, withholding obligations may be settled with Shares, including
unrestricted Shares previously owned by the participant or Shares that are part of the Award that gives rise to the withholding
requirement. Notwithstanding the foregoing, any right by a Section 16 Participant to elect to settle any tax withholding obligation
with Shares that are part of an Award must be set forth in the agreement evidencing the Award or be approved by the Committee,
in its sole discretion. The obligations of the Company under the Plan shall be conditional on those payments or arrangements and
the Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment
of any kind otherwise payable to the participant. Shares withheld by, or otherwise remitted to, the Company to satisfy a participant’s
tax withholding obligations upon the lapse of restrictions on Restricted Shares or the exercise of Options or Share Appreciation
Rights granted under the Plan or upon any other payment or issuance of shares under the Plan will not be available for the use
of new awards under the Plan.


 


(f)The actual or deemed reinvestment of dividends
in additional Restricted Shares (or in Deferred Shares or other types of Awards) at the time of any dividend payment shall be permissible
only if sufficient Shares are available under Section 3 for such reinvestment (taking into account then outstanding Stock Options,
Share Purchase Rights and other Plan Awards).


 


(g)The Plan, all Awards made and actions taken thereunder
and any agreements relating thereto shall be governed by and construed in accordance with the laws of the State of Ohio.


 


(h)All agreements entered into with participants
pursuant to the Plan shall be subject to the Plan.


 


(i)The provisions of Awards need not be the same
with respect to each participant.


 


(j)In the event that an Award granted pursuant to
the Plan shall constitute “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the
terms of the Plan as they apply to such Award shall be interpreted to comply with Section 409A of the Code. To the extent that
an Award which is subject to Section 409A shall be payable to a participant who is a “specified employee” on account
of his “separation from service” as such terms are defined in Section 409A and the Treasury regulations thereunder,
such payment shall not occur until the date which is six (6) months and one (1) day after the participant’s separation from
service.


 






    	 



    	 



    

  


SECTION 16.Shareholder Approval; Effective Date of Plan.


 


The Company’s Amended and Restated Long-Term
Incentive Plan, as amended, was adopted by the Board of Directors on February 15, 2010, and was approved by the Company’s
Shareholders on May 17, 2010, in accordance with applicable law and the listing standards of the New York Stock Exchange. On February
5, 2013 the Board of Directors approved an amendment to the Amended and Restated Long-Term Incentive Plan, as amended, to increase
the number of Shares available for issuance and Awards thereunder by 1,500,000 Shares bringing the total to 4,500,000 Shares. The
February 5, 2013 amendment is subject to the approval by the holders of the Company’s outstanding Shares, in accordance with
applicable law and the listing standards of the New York Stock Exchange. This Amended and Restated Long-Term Incentive Plan, as
amended, will become effective on the date of such shareholder approval.


 


SECTION 17.Term of Plan.


 


No Award shall be granted pursuant to the
Plan on or after April 24, 2016, but Awards granted prior to such date may extend beyond that date.