STONERIDGE, INC. (NYSE:SRI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02(e)

On May 30, 2017, the Compensation Committee of the Board of
Directors of Stoneridge, Inc. (the Company) adopted the
Stoneridge, Inc. Deferred Compensation Plan, effective June 1,
2017 (the DCP), a copy of which is attached hereto as Exhibit
10.1.

The DCP is an unfunded deferred compensation plan for (i) a
select group of management or highly compensated employees of the
Company and its affiliates, and (ii) non-employee directors of
the Company. It was adopted to permit (i) certain management and
highly compensated employees of the Company to make deferrals of
all or a portion of their future base salary, annual incentive
compensation and Long-Term Incentive Plan awards and to receive a
Company match with respect to certain of such deferrals, and (ii)
non-employee directors of the Company to make deferrals of all or
a portion of their future annual cash retainers and Committee
Chair cash retainers. The DCPs purpose is to provide to (i)
non-employee directors, and (ii) this select group of management
or highly compensated employees (within the meaning of Sections
201(2), 301(a)(3), 401(a)(1) and 4021(b)(b) of the Employee
Retirement Income Security Act of 1974 (collectively,
participants), who contribute significantly to the future
business success of the Company and its affiliates, with
supplemental retirement income benefits through the elective
deferral of base salary, annual incentive compensation and
Long-Term Incentive Plan awards (and Board/Committee fees in the
case of non-employee directors) and through employer matching
contributions for employee participants in order to further
long-term growth of the Company. It allows participants to defer
receipt of certain compensation, keeping their financial
interests aligned with the Company, and providing them with a
long-term incentive to continue providing services to the
Company.

The DCP is an unfunded, non-qualified benefit arrangement
designed to provide employee participants with the opportunity to
make elective deferrals and receive employer contributions that
such participants would have been able to make and receive under
the Stoneridge, Inc. 401(k) Savings Plan (401(k) Plan) but for
certain Internal Revenue Code (Code) limitations. It affords
participants the opportunity to defer current compensation and
the associated taxes thereon until a future date, and to receive
tax deferred investment returns on these deferred amounts.

Deferral elections must be made by participants prior to the
calendar year (or performance period for annual incentive
compensation) in which the compensation is earned. For employee
participants: (i) base salary can be deferred up to a specified
percentage or dollar amount, not to exceed 80%, and (ii) annual
incentive plan compensation and Long-Term Incentive Plan awards
can be deferred up to a specified percentage or dollar amount,
not to exceed 100%. For non-employee director participants (i)
the annual cash retainer and (ii) the committee chair retainer
can be deferred up to 100%. For employee participants, the
Company will match employee contributions to the extent match is
not available in the 401(k) plan (due to various limits).
Employee participants will become 100% vested in all matching
contributions (adjusted for hypothetical income, earnings and
losses) after three years of plan participation or, if earlier,
upon his or her death, disability, change in control of the
Company or termination of the DCP. Notwithstanding the vesting
provisions, a participant who is terminated for cause (as defined
in the DCP) or for breach of a restrictive covenant (as defined
in the DCP) will forfeit all matching contributions (as adjusted
for income, earnings and losses) credited to his hypothetical
accounts.

An employee participant who had his or her matching contributions
limited under the 401(k) Plan due to nondiscrimination testing
requirements or other limits under the Code (and who makes a
timely election to defer all or a portion of his or her base
salary or annual incentive compensation) will receive an employer
contribution equal to the difference between the matching
contribution the participant would have received under the 401(k)
Plan if the nondiscrimination testing limitations had not been
imposed and the matching contribution the participant actually
received under the 401(k) Plan.

Participants may direct the hypothetical investment of their
deferred amounts and any employer matching contribution, except
that Long-Term Incentive Plan awards payable in common shares
will always be deemed invested in Company common shares. The DCP
currently offers 16 diverse and highly rated hypothetical
investment options from which to select. The present fund line-up
consists of five target date funds, ten core investment funds,
and a fund indexed to Company common shares. The ultimate benefit
for a participant will depend on the contributions made on the
participants behalf and the hypothetical income, earnings and
losses thereon. The Company may set aside funds in a so-called
Rabbi Trust to provide a resource for paying benefits.

A participant may elect, at the time his or her deferral election
is made, for distribution of the vested portion of his or her
hypothetical accounts in the DCP to be paid following his or her
separation from employment (as defined in the DCP) with the
Company and its affiliates or as of a specified date selected by
the participant; the participant may also elect at that time for
distribution to be made in a single lump sum payment following
his or her death or disability, regardless of how or when
distribution is to otherwise be paid. Distributions due to
separation from service will not commence until the first day of
the seventh month following separation regardless of whether the
participant is a specified employee. Distribution of amounts
payable due to separation from service may be paid in a single
lump sum payment or in up to 15 annual installment payments, as
elected by the participant; if annual installment payments are
elected, all payments subsequent to the first installment will be
paid in January of each applicable year. Distributions of amounts
payable due to the occurrence of a specified date will be paid in
a lump sum payment in January of the specified year. Under
certain circumstances, a participant may elect to further defer
payment of the amounts credited to his or her hypothetical
accounts. Subject to Section 409A of the Code, if the DCP is
terminated, amounts remaining in each participants accounts will
be paid in a single lump sum payment, regardless of any
distribution election then in place.

Hypothetical accounts of participants under the DCP are not
funded and payment obligations to the DCP are unsecured general
obligations of the Company. The Company reserves the right to
amend or terminate the DCP at any time, provided that no such
action generally will alter a participants right to receive a
payment due under the terms of such plan at the date of the
action.

The foregoing description of the Stoneridge, Inc. Deferred
Compensation Plan, effective June 1, 2017, is a summary and is
qualified in its entirety by reference to the Stoneridge, Inc.
Deferred Compensation Plan, effective June 1, 2017, which is
attached hereto as Exhibit 10.1 and is incorporated by reference
herein.

About STONERIDGE, INC. (NYSE:SRI)

Stoneridge, Inc. is a designer and manufacturer of engineered electrical and electronic components, modules and systems for the automotive, commercial, motorcycle, off-highway and agricultural vehicle markets. The Company operates through three segments: Control Devices, Electronics and PST. The Company’s Control Devices segment designs and manufactures products that monitor, measure or activate specific functions within a vehicle and includes product lines, such as sensors, switches, valves, and actuators. The Company’s Electronics segment designs and manufactures electronic instrument clusters, electronic control units and driver information systems. The PST segment is engaged in the design, manufacture and sale of in-vehicle audio and video devices, electronic vehicle security alarms, convenience accessories, vehicle tracking devices and monitoring services primarily for the automotive and motorcycle industry. It operates in approximately 30 locations in over 10 countries.

STONERIDGE, INC. (NYSE:SRI) Recent Trading Information

STONERIDGE, INC. (NYSE:SRI) closed its last trading session up +0.04 at 15.82 with 122,159 shares trading hands.