Exhibit
10.31

    


    AMENDMENT
EMPLOYMENT AGREEMENT

    BETWEEN
STONERIDGE, INC. AND JOHN C. COREY

    


    THIS AMENDMENT TO EMPLOYMENT AGREEMENT,
dated February 28, 2006, (the “Employment Agreement”) by and between Stoneridge,
Inc., an Ohio Corporation (the “Company”) and John C. Corey (the “Executive”) is
dated December 31, 2008.

     

    WHEREAS, certain law changes and
compliance issues with respect to Internal Revenue Code (the “Code”) Section
409A necessitate amendment of this Employment Agreement;

     

    NOW, THEREFORE, in consideration of the
mutual promises and mutual covenants herein contained and for other good and
valuable consideration, the adequacy and receipt of which are hereby
acknowledged, the parties agree as follows:

     

    
      	
               
      

            	
              1.

            	
              A
      new sentence shall be added to the end of Section 3(c), and shall provide
      as follows:

            


    

     

    “Notwithstanding
anything in this Employment Agreement or any other plan or program of the
Company to the contrary, in the event of Executive’s termination from employment
under circumstances such that Executive is bonus eligible, such bonus shall be
determined, and paid to Executive based upon satisfaction of the relevant
performance goals as of the date of the Executive’s termination from employment,
and the appropriate calculations.”

    


    
      	
               
      

            	
              2.

            	
              Section
      4(c) shall be removed in its entirety and replace by the following Section
      4(c) and shall provide as follows:

            


    

     

    “(c)  In
addition to making the monthly payments described above, the Company shall pay
the Executive a lump sum payment equal to the Executive Pro Rata Annual Bonus
(as defined in the CIC Agreement) at the same time it makes the first monthly
payment described above; provided that the payment shall be made only in the
event that the relevant performance goals are satisfied as of the date of the
Executive’s termination from employment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    In
addition, the Company shall, at its expense, provide the Executive, and his
eligible dependents with life and health insurance, including the reimbursements
of life insurance premiums set forth in Section 3(h) (“Health and Welfare
Benefits”) in an amount not less than that provided on the date on which the
Change in Control occurred for a period of twenty-four (24) months following the
termination without cause; provided, however, the Company shall not be obligated
to pay for Health and Welfare Benefits after the date on which the Executive
shall be eligible to receive benefits from another employer which are
substantially equivalent to or greater than the benefits the Executive and his
family received from Company; provided, further, that if the Executive’s
continuation in some or all of the Company’s Health and Welfare Benefits is not
available, then the Company shall make additional monthly payments to the
Executive at the same time it makes the above monthly payments described above
equal to the cost of the coverage, as determined solely by the Company for
similarly situated employees of the Employer, over a period of twenty-four (24)
months with respect to those benefits among the Health and Welfare Benefits not
available.  All payments pursuant to this Employment Agreement Shall
be made less standard required deductions and withholdings.

     

    Notwithstanding
the preceding, reimbursements or payments, if any, to Executive for life
insurance premiums and any other termination payments to which Executive may be
entitled, shall be delayed six months following Executive’s termination of
employment with the Company, as may be required in order to comply with the
provisions of Code Section 409A.”

     

    The Employment Agreement otherwise
remains without change.

     

    IN WITNESS WHEREOF, Company and
Executive have hereunto set their hands as of the date and year first above
written.

    


    
      	
              STONERIDGE,
      INC.

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              By

            	
              /s/
      GEORGE E. STRICKLER

            	 
      	
              /s/
      JOHN C. COREY

            
	 
      	
              George
      E. Strickler

            	 
      	
              Executive