LONG-TERM INCENTIVE PLAN
RESTRICTED SHARES GRANT AGREEMENT
Stoneridge, Inc., an Ohio corporation (the “Company”), pursuant to the terms and conditions hereof, hereby
grants to ___(the “Grantee”) XXX Common Shares, without par value, of the Company (the “Restricted
Shares”). As set forth below, the grant of Restricted Shares is comprised of three separate mutually exclusive
parts (Award I, Award II and Award III).
Award I — Time-Based Vesting
Award II and III — Performance and Time-Based Vesting
Subject to the achievement of the performance targets set forth below.
Earning Per Share Target (Award II)
1. The Restricted Shares are in all respects subject to the terms, conditions and provisions of this Agreement and
the Company’s Long-Term Incentive Plan (the “Plan”).
2. Until no longer subject to substantial risk of forfeiture (i.e., “vested”) (the “Vesting Date”) in accordance with
the schedule and/or performance criteria set forth below, the Restricted Shares may not be sold, transferred,
pledged, assigned or otherwise encumbered, whether voluntarily, involuntarily or by operation of law, and will
be forfeited to the Company if the Grantee voluntarily terminates his employment with the Company; provided,
however, the Compensation Committee of the Board of Directors (the “Committee”), in its sole discretion,
may modify the terms of this grant at any time. The certificate or certificates representing the Restricted Shares
will bear a legend evidencing the restrictions contained herein.
The Restricted Shares shall “vest” (i.e., become no longer subject to a substantial risk of forfeiture) in the
amounts and on the dates set forth below:
Number of Shares Vesting
April 18, 2006
April 18, 2007
April 18, 2008
April 18, 2009
Maximum Number of Shares that May Vest
April 18, 2008
If the Company’s aggregate ful