Appendix A
Amendment No. 1
to the
Stoneridge, Inc.
2018 Amended and Restated
Directors’ Restricted Shares Plan
1. The second paragraph of Section 1, Purpose of Plan, is deleted in its entirety and replaced with the following:
The number of shares authorized for issuance under the Plan shall be increased by 100,000 Common Shares, without par value, of the Company bringing the total shares authorized for issuance under the Plan to 950,000.
2. Section 17, Effective Date, is deleted in its entirety and replaced with the following:
17. Effective Date.
The Plan was made effective upon its approval by the Company’s shareholders on May 15, 2018. The Plan, as amended by Amendment No. 1, shall become effective on the day it is approved by the Company’s shareholders. The 2018 Amended and Restated Directors’ Restricted Shares Plan, as approved by the Company’s shareholders on May 15, 2018, shall remain in full force and effect and shall only be superseded by the Plan as amended by Amendment No. 1 when, and if, the Company’s shareholders approve Amendment No. 1 to the Plan.
Stoneridge, Inc.
2018 Amended and Restated
Directors’ Restricted Shares Plan
1. Purpose of Plan.
The purpose of this 2018 Amended and Restated Directors’ Restricted Shares Plan (the “Plan”) of Stoneridge, Inc., an Ohio corporation (the “Company”), is to advance the interests of the Company and its shareholders by providing Eligible Directors (as defined in Section 3, below) with (a) an opportunity to participate in the Company’s future prosperity and growth, and (b) an incentive to increase the value of the Company based on the Company’s performance, development, and financial success. These objectives will be promoted by granting to Eligible Directors restricted Common Shares, without par value, of the Company (the “Restricted Shares”).
The Plan amends and restates the Company’s prior Amended Directors’ Restricted Shares Plan, as amended, and increases by 150,000 Common Shares, without par value, of the Company (from 700,000 to 850,000 shares) the number of shares authorized for issuance under the Plan.
2. Administration of Plan.
The Plan will be administered by the Board of Directors (the “Board”). The Board shall have the power and authority to: (a) approve the grant of Restricted Shares to Eligible Directors (such Eligible Directors, “Participants”); (b) approve the terms and conditions, not inconsistent with the terms hereof, of any grant of Restricted Shares, including without limitation time and performance restrictions, and approve the form of Restricted Shares Grant Agreement (as defined in Section 5, below); (c) adopt, alter, and repeal such administrative rules, guidelines, and practices governing the Plan as it shall, from time to time, deem advisable; (d) interpret the terms and provisions of the Plan and any agreements relating thereto; and (e) take any other actions the Board considers appropriate in connection with, and otherwise supervise the administration of the Plan, all in a manner consistent with the other provisions of the Plan.
3. Participants in Plan.
The persons eligible to receive Restricted Shares under the Plan shall be those directors of the Company who are not employees or officers (except for the non-executive Chairman of the Board) of the Company or any subsidiary of the Company (any such person, an “Eligible Director”).