Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

Long-Term Cash Incentive Plan

On May 4, 2009, at the 2009 Annual Meeting of Shareholders, the shareholders of Stoneridge, Inc. (the "Company") approved the Stoneridge, Inc. Long-Term Cash Incentive Plan ("LTCIP"). A summary of the LTCIP was set forth in the Company's proxy statement for the 2009 Annual Meeting of Shareholders and a copy of the LTCIP was attached as an Appendix thereto. The 2009 awards under the LTCIP provide key employees with the right to receive cash after three years depending on the Company's actual earnings per share performance for a performance period comprised of the 2009, 2010 and 2011 fiscal years.

Amendments to Restricted Shares Grant Agreements under the Amended and Restated Long-Term Incentive Plan

On May 3, 2009, the Compensation Committee of the Board of Directors (the "Committee") of the Company approved amending the Restricted Shares Grant Agreements ("RSGAs") entered into under the Stoneridge, Inc. Amended and Restated Long-Term Incentive Plan during fiscal years 2007 and 2008 with certain key employees. The RSGAs provide for performance-based restricted common shares to be earned at the end of a three year period, subject to certain performance conditions. In the RSGAs a condition to vesting in the event of a change-in-control was a common share price floor below which the share price could not fall. The amendment to the RSGAs eliminates this share price floor as a condition to vesting in the event of a change-of-control for the performance-based restricted shares.

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