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

On October 5, 2009, Stoneridge, Inc. (the "Company"), by action of the Compensation Committee of the Company's Board of Directors (the "Committee"), adopted the Officers' and Key Employees' Severance Plan (the "Severance Plan"). The only executive officers covered by the Severance Plan are George E. Strickler, Mark J. Tervalon, Thomas A. Beaver and Michael D. Sloan. John C. Corey is covered by similar terms in his employment agreement with the Company. Under the Severance Plan if a covered executive is terminated by the Company without cause, the Company will be obligated to pay the executive's salary for 12 months (18 months in the case of the Chief Financial Officer, Mr. Strickler) and continue health and welfare benefits coverage over the same period of time. The salary and benefit continuation is conditioned on the executive's execution of a customary release in favor of the Company.

A copy of the Severance Plan is attached hereto as Exhibit 99.1.

On October 5, 2009, the Company, by action of the Committee, entered into letters of agreement to serve as retention awards with the following executive officers: John C. Corey, George E. Strickler, Mark J. Tervalon, Thomas A. Beaver and Michael D. Sloan. Pursuant to the letters of agreement, should the executive officers remain employed with the Company through October 5, 2010, they will receive a payment equal to $640,000 for Mr. Corey; $330,750 for Mr. Strickler; $146,000 for Mr. Tervalon; $137,250 for Mr. Beaver; and $101,750 for Mr. Sloan.

The retention award letter for Mr. Corey is attached hereto as Exhibit 99.2. The form of the retention award letters for Mr. Strickler, Mr. Tervalon, Mr. Beaver and Mr. Sloan are attached hereto as Exhibit 99.3.

---